This Securities Purchase Agreement ("Agreement") is entered into between "Buyer" or its nominee(s), and the "Seller" identified on the signature page of this Agreement.
Recitals
WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer that number of restricted common shares ("Shares"), of P2P Shares, Inc., a Wyoming corporation ("Company"), set forth on the Signature Page in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises hereof and the agreements set forth herein below, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereto do hereby acknowledge, the parties hereto, intending to be legally bound hereby, agree as follows:
Subject to the terms and conditions hereof, Seller agrees to sell, and Buyer agrees to purchase that number of "restricted" shares (the "Shares") of Common Stock set forth on the Signature Page.
a. Purchase Price. The total purchase price for shares at $1.00 per share is —.
b. Payment of Purchase Price. The Purchase Price shall be payable at the Closing by cashier's check or wire transfer of immediately available funds to the following account:
Address: 222 Lakeview Ave, West Palm Beach, FL 33401
ABA/Wire Routing #: 026009593
ACH Routing #: 063100277
Account Name: Joystar, LLC.
Account #: 898164563886
Beneficiary Address: 3438 Embassy Dr, West Palm Beach, FL 33401
Memo: P2P Shares Investment
c. Delivery of Certificates. At Closing, Seller shall deliver to Buyer stock certificate in the name of Buyer.
The Closing (the "Closing") shall take place via facsimile, overnight courier and/or wire transfer. At Closing, Buyer shall deliver the Purchase Price to Seller and Seller shall deliver the Certificates to Buyer.
Buyer represents and warrants to Seller as follows:
a. Legal Capacity; Binding Obligation. Buyer has the legal capacity to enter into and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action required under applicable law by Buyer. This Agreement has been duly and validly executed and delivered by and on behalf of Buyer. When duly executed and delivered by Buyer, this will constitute a valid and legally binding obligation of Purchaser, enforceable against Buyer in accordance with its terms.
Seller hereby represents and warrants to Buyer as follows:
a. Legal Capacity; Due Authorization; Binding Obligation. Seller has the legal capacity to enter into and perform this Agreement and to consummate the transactions contemplated hereby. When duly executed and delivered by Seller, this Agreement will constitute a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms.
b. Absence of Litigation. There is no litigation or proceeding pending or, to the best knowledge of Seller, threatened, against Seller which would have an effect on the validity or performance of this Agreement.
c. Title to Shares. Seller is the sole record and beneficial owner of the Shares, free and clear of all liens and encumbrances of any kind and nature, and the Shares have not been sold, pledged, assigned or otherwise transferred. Seller has the sole power and authority to transfer the Shares.
a. Confidentiality. The parties hereto acknowledge that the transaction described herein and the information made known to Seller by Buyer in connection herewith, may consist of material non-public information, the use and dissemination of which is prohibited under applicable federal securities laws. Accordingly, Seller agrees that this Agreement and the transactions contemplated hereby shall remain in strict confidence and shall not be disclosed to any person other than Seller's attorney or accountant.
The obligations of Seller to consummate the sale of the Shares and the other transactions contemplated to be consummated by it at the Closing are subject to the satisfaction at or prior to the Closing (or at such other time prior thereto as may be expressly provided in this Agreement) of the following condition: Buyer shall have delivered the Purchase Price to Seller in accordance with Section 2(b) hereof.
Representations and warranties contained herein shall survive the execution and delivery of this Agreement.
All the terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.
If a dispute arises as to the interpretation or enforcement of this Agreement, it shall be decided finally in an arbitration proceeding conforming to the Rules of the American Arbitration Association applicable to commercial arbitration then in effect at the time of the dispute. The arbitration shall take place in Miami-Dade County, FL. The decision of the Arbitrators shall be conclusively binding upon the parties and final, and such decision shall be enforceable as a judgment in any court of competent jurisdiction. The parties shall share equally the costs of the arbitration.
The section and other headings contained in this Agreement are for the convenience of reference only, do not constitute part of this Agreement or otherwise affect any of the provisions hereof.
This Agreement may be delivered via email or facsimile and executed in counterpart both of which shall be deemed to be original and to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Securities Purchase Agreement as of the date set forth below.
Signature Page & Investment Form
Complete the details below to execute this Securities Purchase Agreement