Exhibit 99.1
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is entered into as of the 4th day of February, 2011, by and
between Xxxxxxx Xxxxxxxxxx, 0000 X. Xxx Xxxx, #000-000, Xxx Xxxxx, Xxxxxx
00000 (the "Seller") and Million Win Investments (HK) Limited (the "Buyer"),
do Mr. Xxxx Xxxxxxxxx, #000 0-0-0 Xxxx Xxxxxx-xx, Xxxxx Xxxxx T108-0073,
(collectively referred to herein as the "Parties").
WHEREAS, the Seller is the owner of 8,200,000 control shares ("Selling
Shares") of the common stock of Your Event, Inc. ("the Company"), a Nevada
Company, whose stock ("Shares") is quoted on the OTC-Bulletin Board, under
the stock symbol YEVN; and
WHEREAS, the Seller originally purchased these shares directly from Your
Event, Inc. on or about October 30, 2007 as the founder of the Company. These
shares represent the control shares of the Company.
WHEREAS, the Buyer desires to purchase and the Seller desires to sell these
Shares upon the terms and conditions set forth below;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which are hereby acknowledged, the
Parties hereby agree to the following.
1. Purchase and Sale
1.1 The Seller agrees to sell, transfer and deliver to the Buyer and the
Buyer agrees to purchase 8,200,000 of the Your Event's control stock owned by
the Seller, free and clear of all liens created by the Seller, for a purchase
price of One Hundred Thousand ($100,000.00) Dollars ("Purchase Price")
payable at close of this Agreement.
1.2 The transfer of the Shares by the Seller to the Buyer in consideration of
the Purchase Price shall result in the Seller delivering stock certificate(s)
to the Buyer upon the execution of this Share Purchase Agreement by both
parties.
1.3 If for any reason, the funds are delivered to the Seller by March 15,
2011, this Share Purchase Agreement becomes null and void.
2. Representations and Warranties. In order to induce the Buyer to enter
into this Agreement and complete its transactions contemplated hereunder,
Seller represents and warrants to Buyer that:
2.2 Seller originally purchased these shares directly from Your Event, Inc.
on or about October 30, 2007. The Seller's ownership of these shares are in
certificate form.
2.3 Seller has good and sufficient power, authority and capacity to enter
into this Agreement and complete its transactions contemplated under this
Agreement on the terms and conditions set forth herein, and the sale of the
Selling Shares to Buyer will not violate any other agreement or instrument to
which Seller is a party or by which the Selling Shares are bound;
3. Representations and Warranties. In order to induce the Seller to enter
into this Agreement and complete its transactions contemplated hereunder,
Buyer represents and warrants to Seller that:
3.1 Buyer has the funds to complete this purchase, and agrees to complete
the complete its transactions contemplated herein.
4. Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
5. Amendment and Modification. Subject to applicable law, this Agreement may
be amended, modified or supplemented only by a written agreement signed by
Buyer and Seller.
6. Waiver of Compliance; Consents.
6.1 Any failure of any party to comply with any obligation, covenant,
agreement or condition herein may be waived by the party entitled to the
performance of such obligation, covenant or agreement or who has the benefit
of such condition, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, or agreement or condition will not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.
6.2 Whenever this Agreement requires or permits consent by or on behalf of
any party hereto, such consent will be given in a manner consistent with the
requirements for a waiver of compliance as set forth above.
7. Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
8. Attorneys' Fees. In the event an arbitration, suit or action is brought
by any party under this Agreement to enforce any of its terms, or in any
appeal there from, it is agreed that the prevailing party shall be entitled
to reasonable attorneys fees to be fixed by the arbitrator, trial court,
and/or appellate court.
9. Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday,
Sunday or a legal holiday, in which event the period shall begin to run on
the next day that is not a Saturday, Sunday or legal holiday.
10. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF NEVADA. THE PARTIES AGREE THAT ANY LITIGATION RELATING DIRECTLY
OR INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND DETERMINED BY A
COURT OF COMPETENT JURISDICTION WITHIN NEVADA.
11. Arbitration. If at any time during the term of this Agreement any
dispute, difference, or disagreement shall arise upon or in respect of this
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed
upon by the parties, or if no single arbiter can be agreed upon, an arbiter
or arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference or disagreement shall be
settled by arbitration in accordance with the then prevailing commercial
rules of the American Arbitration Association, and judgment upon the award
rendered by the arbiter may be entered in any court having jurisdiction
thereof.
12. Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action
as may be necessary or appropriate to achieve the purposes of the Agreement.
13. Confidentiality. The parties shall keep this Agreement and its terms
confidential, but any party may make such disclosures as it reasonably
considers are required by law or necessary to obtain financing. In the event
that the transactions contemplated by this Agreement are not consummated for
any reason whatsoever, the parties hereto agree not to disclose or use any
confidential information they may have concerning the affairs of other
parties, except for information which is required by law to be disclosed.
Confidential information includes, but is not limited to, financial records,
surveys, reports, plans, proposals, financial information, information
relating to personnel contracts, stock ownership, liabilities and litigation.
14. Costs, Expenses and Legal Fees. Whether or not the transactions
contemplated hereby are consummated, each party hereto shall bear its own
costs and expenses (including attorneys' fees).
15. Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effecting during the
term hereof, such provision shall be fully severable and this Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid and unenforceable provision,
there shall be added automatically as part of this Agreement a provision as
similar in nature in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which taken together shall be deemed to constitute one and the same Facsimile
copies may act as originals.
IN WITNESS HEREOF, the parties have duly executed this Agreement as of the
date written herewith.
Seller:
By: /s/ Xxxxxxx Xxxxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxxxx
Seller
Buyer:
By: /s/ Aiki Kobayashi
---------------------------
Million Win Investments (HK) Limited Aiki Kobayashi, CEO
Send stock certificate to:
Million Win Investments (HK) Limited x/x Xx. Xxxx Xxxxxxxxx
#000 0-0-0 Xxxx Xxxxxx-xx
Xxxxx, Xxxxx
108-0073
Aiki Kobayashi
Telephone: x000000000000=
