Share Transfer Agreement
工作日报股票转让协议
_________,_________,_________(M,D,Y)
TABLE OF CONTENTS
Section 1 Purcha and Sale of Stock
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1.1 Sale of Stock.
百花大教堂1.2 Sale of Investment Banking Warrants. .
1.3 Closing.
大国重器纪录片Section 2 Reprentations and Warranties of the Company
2.1 Corporate Organization; Authority; Due Authorization
2.2 Capitalization
2.3 Common Stock Issuable upon Conversion of Series B Preferred and Exerci of Warrants and Investment Banking Warrants
2.4 Brokers and Finders.
2.5 No Conflict; Required Filings and Connts
2.6 Disclosure
2.7 Rights Agreement
2.8 Ownership of Preferred Stock
2.9 Abnce of Claims by the Company堪布
2.10 Agreements Valid
2.11 No Reprentation
Section 3 Reprentations and Warranties of the Sellers
3.1 Formation and Status of Seller
3.2 Due Authorization
3.3 No Violation
3.4 No Connt Needed
3.5 Tax and Legal Matters
3.6 Ownership of Company Shares
3.7 Abnce of Claims by the Seller
3.8 Offering
3.9 Brokers or Finders
3.10 Rights Agreement and Stock Ownership
3.11 Investment Experience
3.12 Agreements Valid
3.13 No Reprentation.
Section 4 Investment Reprentations of the Purchar
Section 5 General Provisions
5.1 Governing Law
5.2 Entire Agreement; Amendment
5.3 Notices
5.4 Assignment
5.5 No Waiver
5.6 Descriptive Headings
5.7 Counterparts
Exhibit A Sellers
Exhibit B Company Capitalization
Exhibit C Amendment to Registration Rights Agreement
Exhibit D Subscription Agreement纠缠是什么意思
Exhibit E Warrants
Exhibit F Investment Banking Warrants
Exhibit G Settlement Agreement
Exhibit H Registration Rights Agreement
SHARE TRANSFER AGREEMENT
THIS SHARE TRANSFER AGREEMENT (the "Agreement") is made as of
_________,_________,_________(M,D,Y), by and among AAA, Incorporated, a _________(PLACENAME) corporation (the "Purchar"), each of the eight llers listed on Exhibit A hereto (each, a "Seller" and collectively, the "Sellers"), and BBB Inc., a _________(PLACENAME) co
rporation (the "Company").
BACKGROUND
A. The Company and all of the Sellers except KKK, Inc. ("Adam Smith") (the ven Sellers not including Adam Smith are sometimes referred to herein as the "Preferred Stock Sellers") are parties to that certain Subscription Agreement for Series B Convertible Preferred Stock and Warrants, dated
_________,_________,_________(M,D,Y) (the "Subscription Agreement"), pursuant to which the Preferred Stock Sellers purchad from the Company
_________ units, at a price of $,_________ per unit. Each unit consists of: (i) one (1) share of the Company's Series B Preferred Stock (the "Series B Preferred"), and (ii) one hundred (100) five-year warrants, each five-year warrant exercisable to
purcha one share of the Company's Common Stock at a price of $,_________ per share (the "Warrants"). The aggregate price paid by the Preferred Stock Sellers was $,_________ for the _________ units (consisting of a total of _________ shares of Series B Preferred and _________ Warrants).
B. The Company and Adam Smith entered into that certain Investment Banking Agreement, dated as of _________,_________,_________(M,D,Y) (the "Investment Banking Agreement"), pursuant to which the Company issued to Adam Smith _________ warrants to purcha the Company's Common Stock (the "Investment Banking Warrants").
C. The Company and the Sellers are parties to that certain Settlement Agreement, dated _________,_________,_________(M,D,Y) (the "Settlement Agreement"), pursuant to which: (i) the Company and the Preferred Stock Sellers rescinded, on a pro rata basis, the purcha of _________ shares of Series B Preferred and
_________ Warrants; and (ii) the Company and Adam Smith reduced the number of Investment Banking Warrants by _________ and terminated the Investment Banking Agreement.
D. As a result of the agreements t forth in paragraphs A -- C above, the Preferred Stock Sellers now own, in the specific amounts t forth on Exhibit A hereto, a total of _________ shares of Series B Preferred and the _________ Warrants. The
_________ shares of Series B Preferred and the _________ Warrants are referred to herein collectively as the "Purchad Securities." In addition, Adam Smith owns _________ Investment Ban
king Warrants.
E. The Preferred Stock Sellers now wish to ll, and the Purchar wishes to purcha, the Purchad Securities for an aggregate purcha price of $,_________, or $,_________ per unit, and Adam Smith now wishes to ll, and the Purchar wishes to purcha, the Investment Banking Warrants for an aggregate purcha price of $,_________.
NOW, THEREFORE, in consideration of the mutual promis and covenants contained herein, the parties agree as follows:
SECTION 1
PURCHASE AND SALE OF STOCK
1.1 Sale of Stock. The Preferred Stock Sellers hereby agree to ll the Purchad Securities to the Purchar for a total purcha price of $,_________ (the "Purcha Price"), such Purcha Price to be paid to the Sellers in the amounts t forth under the column entitled "Total Price" on Exhibit A hereto.
1.2 Sale of Investment Banking Warrants. Adam Smith hereby agrees to ll the Investment Banking
Warrants to the Purchar for a total purcha price of $1.00 (the "Investment Banking Warrant Price").
1.3 Closing. The purcha and sale of the Purchad Securities and the Investment Banking Warrants hereunder shall take place at a closing (the "Closing"; the date on which the Closing occurs is hereinafter referred to as the "Closing Date"). The Closing shall take place concurrently with the execution and delivery of this Agreement by the Sellers, the Purchar and the Company. At the Closing:
(a) the Purchar shall deliver to each Preferred Stock Seller or its designee by wire transfer, cashier's check or certified checks from a bank acceptable to the Preferred Stock Seller, or such other method of payment as the Preferred Stock Seller shall approve, an amount equal to the Preferred Stock Seller's pro rata portion of the Purcha Price;
(b) each Preferred Stock Seller shall deliver to the Purchar a Stock Power, the stock certificate reprenting the shares of Series B Preferred held by each of them, the original Warrant held by each of them, and any other documents reasonably acceptable to the Purchar evidencing the transfer of the Purchad Securities from each Preferred Stock Seller to Purchar;
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(c) the Purchar shall deliver to Adam Smith or its designee by wire transfer, cashier's check or certified checks from a bank acceptable to Adam Smith, or such other method of payment as Adam Smith shall approve, an amount equal to the Investment Banking Warrant Price;
(d) Adam Smith shall deliver to the Purchar the original Investment Banking Warrant and any other documents reasonably acceptable to the Purchar evidencing the transfer of the Investment Banking Warrants from Adam Smith to the Purchar;
(e) upon the delivery by the Purchar to the Company of the documents referred to in Section 1.3(b) and Section 1.3(d), the Company shall issue and deliver to the Purchar (i) a stock certificate for _________ shares of Series B Preferred; (ii) a warrant to purcha _________ shares of Company Common Stock, with the same terms and conditions as the Warrants; and (iii) a warrant to purcha _________ shares of Company Common Stock, with the same terms and conditions as the Investment Banking Warrant; and
(f) the Company, the Sellers and the Purchar shall execute and deliver an amendment (the "Amendment") to that certain Registration Rights Agreement by and among the Company and the Sellers, dated _________(M,D,Y) (the "Rights Agreement"; and as amended, the "Amended Rights Agreement"), in the form attached as Exhibit C.
SECTION 2 SECTION 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby reprents and warrants to the Purchar as follows, subject to such exceptions as are specifically disclod in writing in the disclosure schedule
supplied by the Company to Purchar dated as of the date hereof (the "Company Disclosure Letter"):
2.1 Corporate Organization; Authority; Due Authorization.森林防火的画
(a) The Company (i) is a corporation duty organized, validly existing and in good standing under the laws of the State of _________(PLACENAME), (ii) has the corporate power and authority to own or lea its properties as and in the places where such business is now conducted and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify, individually or in the aggregate, would have a material adver effect on the operations, prospects, asts, liabilities, financial condition or business of the Company (a "Company Material Adver Effect"). Certificates o
f state authorities as of a recent date evidencing such valid existence or due qualification, as the ca may be, and good standing have been delivered to the Purchar.
(b) The Company (i) has the requisite corporate power and authority to execute, deliver and perform this Agreement and the other agreements and warrants contemplated hereby to which it is a party (collectively, the "Other Agreements") and to incur the obligations herein and therein and (ii) has been authorized by all necessary corporate action to execute, deliver and perform this Agreement and the Other Agreements and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). This Agreement and each of the Other Agreements is a valid and binding obligation of the Company enforceable in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
2.2 Capitalization. As of _________,_________,_________(M,D,Y), the authorized capital of the Company consisted of (i) _________ shares of Common Stock,
$,_________ par value per share (the "Common Stock"), of which _________ shares of Common St
ock were outstanding, and (ii) _________ shares of Preferred Stock, $,_________ par value per share, which may be designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series B Convertible Preferred Stock. The Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock consist of an aggregate of not more than _________ shares, of which _________ are designated as Series A Preferred Stock. In addition, _________ shares of Company Preferred Stock are designated as Series B Convertible Preferred Stock, of which _________ shares are outstanding. The capitalization of the Company as of _________,_________,_________(M,D,Y) is t forth on Exhibit B. All outstanding shares were issued in compliance with all applicable Federal and state curities laws. Except as contemplated by this Agreement or as t forth in the Company Disclosure Letter, the Company has not granted (i) any outstanding subscriptions, warrants, options, conversion privileges
