STOCK PURCHASE FORM
This Stock Purchase Form is made and effective 12th December 2015
BETWEEN: ESE Bonds Ltd for and on behalf of Speed Inc corporation organized and existing under the laws of United Kingdom, England and Wales, and for the purchase of common shares into ESE listed project SKY-ESE (Skyperoo www.skyperoo.com) with its head office located at: Verify House, Grange Rd, Alcester, B50 4BY,UK
AND: BaliBurren Inc (the "Purchaser"), a corporation organized and existing under the laws of the Isle of Man with its head office located at: Sovereign Trust (Isle of Man) Limited, Sovereign House 14-16 Nelson Street, Douglas, Isle of Man IM1 2AL Tel: +44 (0) 1624 699 800 Fax: +44 (0) 1624 699 801
WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this form, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing"), shall be completed on 12th December 2015
or such other date as the parties hereto may otherwise agree.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE
The total consideration and method of payment for the stock are as follows:
The purchase price (“Purchase Price”) which Buyer agrees to pay is 70,000 GBP for 102,500 common shares
Restrictions on Stock:
i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.
ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.
iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto and agree there are no brokerage commissions, finder's fee, or other like payment in connection with the transactions contemplated hereby.
This Agreement constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of England and Wales. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court located in England and Wales.
In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable legal fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
IN WITNESS WHEREOF, this Agreement has been executed by the purchaser of the individual shares hereto on the date first above written.
By confirming the I agree button you are purchasing the above-mentioned shares, you will be directed to the wire instructions and you will be sent an email confirmation of this form and the wire instructions for payment. Upon receipt of the same you will sent the agreed shares to your designated account or address in the case of a physical certificate.
Please copy the bank details from the next page to instruct your wire transfer