SHARE PURCHASE AGREEMENT
MID-XXXXXX REGION RURAL BROADBAND COMPANY, INC.
0000 Xxxxxxxxxxx Xxx., XX
00xx xxxxx
Xxxxxxxxxx, XX 00000
000-000-0000
xxx.xxxxxxxxxxx.xxx
xxxxxx@xxxxxxxxxxx.xxx
ANY SALE SHALL BE VOIDABLE BY THE PURCHASER WITHIN
TWO (2) DAYS OF THE CLOSING DATE OF THE SALE.
This Share Purchase Agreement, (the Agreement) is made and entered into this
???? day of ???, 2015, as follows:
A. THE PARTIES
1. Mid-Xxxxxx Region Rural Broadband Company, Inc.,
the Seller - PARTY OF THE
FIRST PART,
and
??????, the Purchaser - PARTY OF THE SECOND PART.
B. THE INTENT OF THE PARTIES
2. The Seller is the owner of an aggregate of shares of common voting shares of
Mid-Xxxxxx Region Broadband Company, Inc., which are being offered pursuant
to an exempt limited offering under amended ( Rule 506 or Regulation A), as
amended pursuant to the JOBS Act.
3. The Seller desires to sell shares and the Purchaser desires to purchase the
shares from the Seller.
C. CONSIDERATION AND PURCHASE
4. IN CONSIDERATION OF and as a condition of the parties entering into this
Agreement, and other valuable consideration, the receipt and sufficiency of
which consideration is acknowledged, the parties to this Agreement agree as
follows:
A. Purchase price: the Seller agrees to sell and the Purchaser agrees to
purchase all the rights, title, interest and property of the Seller in
the shares for an aggregate purchase price of one dollars ($100.00 U.S.)
per share. (the Purchase Price);
B. Number of shares to purchase: ??? ;
C. Amount due: a fixed sum of $???.00 will be payable upon closing of
this Agreement.
D. All payments will be in the form of a check, certified check, bank
draft, or electronic transfer.
D. REPRESENTATIONS AND WARRANTIES
5. Of the Seller:
A. The Seller is not bound by any agreements that would prevent any
transactions connected with this Agreement;
B. The Seller believes that the Purchaser is purchasing the shares for
investment purposes;
C. The Seller is the owner in clear title of the shares and the shares are
free from any lien, encumbrance, security interests, charges, mortgages,
pledges or adverse claim or other restriction that would prevent the
transfer of clear title to the Purchaser ;
D. There is no legal suit or action pending by any party, to the knowledge
of the Seller, that would materially affect this Agreement.
6. Of the Purchaser:
A. The Purchaser will not be recognized as an Issuer, Insider, affiliate
or associate of the Corporation, as defined or recognized under applicable
securities laws or regulations;
B. The Purchaser is purchasing the shares for investment purposes;
C. The Purchaser is not bound by any agreements that would prevent any
transactions connected with this Agreement;
D. There is no legal suit or action pending any party, to the knowledge of
the Purchaser, that would materially affect this Agreement.
E. CLOSING
7. The Closing (the Closing) of the purchase and sale of the shares will take
place on the ??? day of ????, 2015 (the Closing date) at the offices of the
Seller in Washington, D.C. only. At Closing, and upon the Purchaser paying
the Purchase Price, in full to the Seller, the Seller will deliver to the
Purchaser, through its issuing company, eShares, Inc., duly executed
electronic certificates of the shares.
F. EXPENSES
8. The Seller and the Purchaser agree to pay their own expenses in connection
with this Agreement.
G. FINDER'S FEES AND COMMISSIONS
9. The Seller and the Purchaser will not pay to any person a finder's fee or
commission in connection with this Agreement.
H. DIVIDENDS
10. Any dividends of the Seller prior to the Closing Date, shall become the
property of the Seller.
11. Any dividends of the Purchaser after the Closing Date, shall become the
property of the Purchaser.
I. VOTING RIGHTS
12. Any voting rights of the Seller prior to the Closing Date belong to the
Seller.
13. Any voting rights of the Purchaser after the Closing Date belong to the
Purchaser.
J. GOVERNING LAW
14. This contract shall be construed in accordance with the laws and
regulations governing securities in the State of
(put in state where incorporated).
K. MISCELLANEOUS
15. Time is of the essence in this Agreement.
16. This Agreement may be issued in counterparts, and signatures by fax, or as
affixed to a pdf., are acceptable to the Seller and to the Purchaser.
17. All warranties of the Seller and the Purchaser shall survive the Closing.
18. This Agreement will not be assigned by either the Seller or the Purchaser
without the express written consent of the other.
19. The Seller and the Purchaser agree that, if any part of this Agreement is
held invalid, then, to the extent possible under law, the remainder of the
Agreement shall remain in full force and effect.
20. The SEC Form Regulation D. for this offering may be viewed on the
website of Rural Broadband Company at xxx.xxxxxxxxxxx.xxx.
21. This Agreement contains the full Agreement between the parties.
L. SIGNATURES
IN WITNESS HEREOF, the Seller and the Purchaser have duly affixed their
signatures as proof of their acceptance of the terms and conditions of
this Agreement:
For the Seller:
By this writing in red, and by typing my name here:
Xxxx Xxxxx, I declare this to be my electronic
signature, as if I had signed this document with
a pen. (15 U.S.C. 96)
__________________________________________
Xxxx Xxxxx, President, CEO, Board Chair, & Issuer
Date: ?????, 2015, at Washington, D.C.
For the Purchaser :
___________________________________________
(name)
Date: ?????????
