EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this "Agreement") dated as of June 26, 2009
by and between ASPI, Inc. ("Seller") and the Purchaser, Xxxxx Xxxxx
("Purchaser")
1. Purchase and Sale. Subject to the terms and conditions of this
Agreement, Seller hereby sells to Purchaser 1,000 Shares of Common
Stock of A08 Holdings, Inc., and Purchaser hereby purchases from
Seller such Shares of Common Stock (the "Purchased Securities"), for
an aggregate purchase price of $ 100 payable upon delivery to
Purchaser of either (i) the Purchased Securities registered in the
name of Purchaser or (ii) a Share certificate registered in the name
of Seller together with a duly executed and signature guaranteed stock
power.
2. Representations and Warranties of Seller. Seller hereby represents and
warrants to Purchaser that:
a. Seller is duly authorized to enter into this Agreement and to
perform their obligations hereunder.
b. Seller has the right to dispose of the Purchased Securities to
Purchaser without the consent of any other person or entity
whatsoever, and upon delivery of the certificates representing
the Purchased Securities to Purchaser, the Purchased Securities
shall be owned by Purchaser free of any liens, charges,
encumbrances, rights of first refusal or other adverse claims
whatsoever.
c. The Shares being sold are issued in the form attached hereto.
3. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller that:
a. Purchaser is duly authorized to enter into this Agreement and to
perform its obligations hereunder.
b. Purchaser has made its own investigation of the business of the
Issuer, and is not relying on any information about the Issuer
and its business provided by Seller in making Purchaser's
determination to purchase the Purchased Securities.
c. Purchaser hereby represents that he/she will not resell the
Shares in any transaction for which an exemption is not available
without first registering the shares for resale.
d. Purchaser hereby acknowledges that the Shares are "Restricted,"
will bear a restrictive legend, and further, a legend stating the
securities are not registered with the Securities and Exchange
Commission.
e. Purchaser represents that he/she has received all currently
available financial information for the Company for which the
Shares are issued and have received any other information
requested about the Company or its securities.
f. Purchaser represents that either a) he/she is an "accredited
investor" as defined in Regulation D, or b) he/she is a
sophisticated investor having such knowledge and experience in
investing and having received such information about the Company
and its securities that he/she deems the investment appropriate
and suitable for him or her.
g. Purchaser represents he/she is purchasing the Shares for
investment purposes only and not with a view to distribution to
the public.
h. Purchaser represents that no public solicitation of him/her was
made.
4. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Colorado with
respect to agreements entered into within Colorado by residents
thereof.
5. Counterparts, Facsimile Signatures. This Agreement may be executed in
one or more counterparts, each of which shall be considered an
original document. This Agreement may be delivered by facsimile, which
shall be deemed an original counterpart for all purposes.
Seller: ASPI, INC. Purchaser: XXXXX XXXXX
By: _____________________________ _____________________________
Name:
Title:
Address:
SS #: ________________________
Address:
