Affiliate Stock Purchase Agreement
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Title: |
Affiliate Stock Purchase Agreement |
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Entities: |
On Track Innovations Ltd. |
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Date: |
2007 |
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Size: |
Preview shows 5KB of 14KB total |
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Price: |
$40 |
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ID: |
#2789015 |
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Start of
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AFFILIATE STOCK PURCHASE AGREEMENT
This Affiliate Stock Purchase Agreement (this Agreement), is made as of April 5, 2007, by and between Frank Cassell of 1157 Taborlake Walk, Lexington, Kentucky 40502 and Tom Cassell of 1157 Taborlake Walk, Lexington, Kentucky 40502 ( Collectively, the Sellers) and Bruce Meyers, the representative of the buyers of the Purchased Shares (defined below) (the Buyers Rep.).
RECITALS
WHEREAS, the Sellers are the owner of 15,000,000 restricted shares of common stock, $0.000001 par value (the Purchased Shares), of Convention All Holdings, Inc., a Delaware corporation (the Company); and
WHEREAS, the Sellers propose to sell to the Buyers Rep. the Purchased Shares, on the terms set forth herein.
WHEREAS, the Sellers hereby represent that they have sold prior to the Closing (as defined) all or substantially all the assets of the Company and 100% of the authorized issued and outstanding capital stock of the Companys wholly-owned subsidiary, (the Subsidiary Sale), prior to the date hereof; and to sell the Purchased Shares without its inclusion.
In consideration of the premises, representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. PURCHASE AND SALE
1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Buyers Rep., and the Buyers Rep. hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of US $650,000 (the Purchase Price) to be paid in accordance with the provisions of Section 1.3 below. The Purchase Price has been calculated based upon the following:
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(i) |
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60% of the Purchase Price ($390,000.00) as payment to Sellers in consideration for the Subsidiary Sale and sale of all or substantially all the assets of the Company. |
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(ii) |
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40% of the Purchase Price ($260,000.00) as cash for the Purchased Shares. |
1.2 The Purchased Shares shall be transferred to the Buyers Rep. pursuant to Section 4(2) and 4(6) of the Securities Act of 1933, as amended (the Securities Act) and will be delivered in certificate form together with a Medallion Guarantee of signature or other signature guarantee acceptable to the Companys transfer agent.
1.3 The closing of the transactions contemplated herein (the Closing) shall occur on the date hereof (the Closing Date). At the Closing, the Buyers Rep. shall wire the Purchase Price to an account designated by the Seller in exchange for the Purchased Shares as set forth in Section 1.2 above.