AFR Inc.
Stock Purchase Agreement
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of
June 15, 2020 by and between AFR Inc. , a (Florida ) corporation
(the "Company"), and (Xxxxx Gold) ("Purchaser").
WHEREAS, the Company desires to issue, and Purchaser desires to
acquire, stock of the Company as herein described in the Amended
and Restated Articles of Incorporation, other corporate
documents, and the terms and conditions hereinafter set forth;
and
WHEREAS, the issuance of Common Stock hereby is intended to
represent the exclusive sale of shares of the capital stock of
the Company to Purchaser. Now, THEREFORE, IT IS AGREED between
the parties as follows:
Article 5.0. FIFTH: Classes and Description of Stock.
Shareholders shall have the same powers, privileges,
preferences, rights, restrictions, designations, qualifications
,limitations, and shall rank equally, share ratably and be
identical in all respects as to all matters relating to the
Common Stock are thereof, are fixed as follows:
5. 1. Authorized Capital Stock. This Corporation is authorized
to issue one (1) class of shares of stock, which shall be
designated as Common Stock (?Common Stock "). The total number
of shares of capital stock that the Corporation is authorized to
issue is one hundred million (100,000,000.00) shares, consisting
of (100,000,000.00) shares of Common Stock Par Value of
$0.000001 per share ("Common Stock "). The Board of Directors of
the Corporation (the "Board of Directors") is expressly
authorized to provide for the issuance of all or any of the
remaining unissued and undesignated shares of Common Stock.
Majority Shareholders (60 % or more) shall have the right and
not the obligation to approve or disapprove of any issuance.
Additionally, A Majority Shareholder vote (60 % or more),
ratification, and execution and the Board of Director?s formal
approval is required to increase the authorized number of shares
of all classes of Common Stock and Preferred Stock if
applicable. New capital stock issuance including preferred stock
shall require a Majority Shareholder vote (60 % or more) of
Common Stock ratification and execution and the Board of
Director?s formal approval. The terms, rights, preferences, and
privileges of any stock created shall require a Majority vote
(60 % or more), ratification, and execution and the Board of
Director?s formal approval.
5. 2. 1. Voting Rights - General. Holders of Common Stock shall
be entitled to (1.00) vote for each share of Common Stock
standing in his or her name on the books of the Corporation. The
holders of Common Stock shall have voting rights for the
election of the Board of Directors.
5. 2. 2. Majority Voting. Majority voting shall be (60 % or
more). All material actions of the corporation shall require the
Majority vote (60 % or more) of Common Stock. Majority Voting
(60 % or more) or a qualified majority is the preset threshold
value. Unless otherwise required by securities regulatory
reporting requirement, the company shall not solicit or required
to provide further notice, nor include minority resolutions, or
voting proxies . A qualified majority shall be utilized for
critical corporate decisions. Cumulative voting in the election
for directors is NOT authorized.
5. 3. Description of Stock. Common Stock Shareholders
participate at the discretion of the Board of Directors and
Officers and via the Approval of Shareholders in the pro-rata
earnings of the company only after all fixed charges, if any
dividend, other capital allocation, capital expenditures at the
discretion of the company, the Board of Directors shall be
allocated prudently.
5. 4. Common Stock Rights. Shareholders all have the same rights
and privileges and shall rank equally and share ratably as to
all matters. All the rights granted and the powers, preferences,
rights, restrictions, designations, qualifications, limitations,
and or other matters relating to the Common Stock shall assume
the designation of Common Stock set forth in the first (1st)
filed Restated Certificate of Incorporation. Shareholders shall
elect Board of Directors and Officers to represent their
interests.
5. 5. Payment. Fully Paid, Validly Issued, and Non-Assessable
Stock. Payment shall be deemed fully paid, validly issued, and
non-assessable shares of the stock. Any and all shares of Common
Stock so issued for which the consideration is so fixed has been
paid or delivered to the Corporation shall be deemed fully paid,
validly issued, and non-assessable shares of the stock and shall
not be liable to any further call or assessment thereon, and the
holders of said shares shall not be liable for any further
payments in respect of such shares. The Corporation affirms that
the outstanding shares shall be duly authorized, fully paid,
validly issued, and non-assessable shares of the stock in
compliance with applicable laws and are fully paid and non-
assessable.
5. 6. Issuance. The shares of Common Stock may be issued by the
Corporation from time to time for such consideration, having a
value not less than par value, as may be fixed from time to time
by the Board of Directors of the Corporation.
5. 7. Stock Transfer - Book Form Entry of Stock is permitted.
The Corporation shall permit the Book Form Transfer of Stock and
Securities via any means to facilitate the efficient management
of shares. There is no material transfer restriction imposed
upon the common stock. Corporate Stock or Shares book form is
allowed, and Signatures may be executed, effectuated, and
effective digitally. Shares of the Corporation Shall be
transferable on the record of shareholders upon presentment to
the Corporation or an External party including an approved Stock
Transfer Agent. Evidence of ownership includes Stock
Certificates representing the Shares requested to be
transferred, with proper endorsement on the stock certificate or
on a separate accompanying document, together with such evidence
of the Payment of Transfer related compliance and fees. Transfer
of Shares shall be made on the books of the corporation upon
surrender of the certificates therefore, endorsed by the person
named in the certificate in writing. No Transfer shall be made
which is inconsistent with the applicable law. Transfer Agent
Shall Maintain Stock Transfer Ledger. Transfer Agents shall be
engaged at the discretion of the company leadership to manage
and maintain the Stock Transfer Ledger and transfer Books of the
Corporation as they are issued. The Signatures of the Board of
Directors or Officers upon a certificate may be utilized if a
transfer agent countersigns the certificate or registered by a
duly authorized transfer agent.
5. 8. Dividends Authorization and Distribution Rights. Dividends
shall be non-mandatory and non-cumulative. Dividends, allotment,
capital retention, capital allocation, and capital distribution
shall require a Majority vote (60 % or more) of Common
Shareholders and executed via the Board of Director?s formal
approval. The announcement of the declaration and distribution
of dividends shall be the responsibility of the Board of
Directors and the Company respectively. Distributions may
include liquidating distributions per share, whether in cash, in
kind, in stock (including a stock split) or by any other means
the company sees fit.
5. 9. Stock Splits. Stock Splits shall require a Majority vote
(60 % or more) of Common Stock and ratification and executed via
the Board of Director?s formal approval.
5. 10. Stock Buy-Back Program. The Stock Buy-Back Program shall
require a Majority vote (60 % or more) of Common Stock and
ratification and executed via the Board of Director?s formal
approval.
5. 11. Board of Directors and Majority Shareholder Approval.
Notwithstanding any other provision of the Articles of
Incorporation, the Board of Directors shall have the right to
authorize the sale of stock. Majority Shareholders (60% or more)
shall have the right but not obligation to approve, reject,
abstain regarding the sale of company stock.
5. 12. Financial, Capital, Liquidity, and Reserves. The Chairman
of the Board of Directors shall be empowered to establish or
abolish any such reserves at its discretion. Reserves may be
sourced from capital raised or from net profits of the
corporation.
5. 13. No Employment Rights. This Agreement is not an employment
contract and nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company (or a parent
or subsidiary of the Company) to terminate Purchaser's
employment, if applicable, for any reason at any time, with or
without cause and with or without notice.
The Following Includes the Stock Purchase and Issuance Process
5. 14. Stock Purchase Agreement Shall be sent to Purchasers.
Stock Purchase Agreement Shall be sent to Purchasers. In the
Event of the following including but not limited to a Direct
Listing, Initial Public Offering, Underwritten Offering, and
Best-Efforts Offering, Stock Purchase may be facilitated via
Digital Offering Platforms, Underwriters, Retail, and
Institutional methods including the Approval for Book Transfer
of Securities indicated in the Company?s Charter. (NOTE: PLEASE
PRINT and SEND 3 COPIES, 1 Copy for the Purchaser, 1 Copy for
the Company Minute Book, 1 for the Company backup copy.) (NOTE:
PLEASE SEND Return Envelopes/With Stamp/ Return Address).
Stock Purchase Agreement (SPA). Purchasers can purchase the
Company Stock directly from the company. Stock Purchase may be
accompanied by an Offering Circular.
5. 15. 1. Investment Disclosures, Representations, and
Declaimers. In connection with the purchase of the Stock, the
Purchaser represents to the Company the following: Purchaser has
full power and authority to enter into this Agreement and such
agreement constitutes its valid and legally binding obligation,
enforceable in accordance with its terms.
5. 15. 2. Development Stage Risks Disclaimer Notice. Purchaser
acknowledges he or she is an investor in securities of
development stage companies and that she or he can fend for
himself or herself and can bear the economic risk of total loss
of investment in such securities. Additionally, the Purchaser
acknowledges that he or she has the sufficient knowledge and
experience in financial or business matters and can evaluate the
merits and risks of the investment in the Stock or Securities.
5. 15. 3. Forward Looking Information, Disclosures, Disclaimer
Notice. An advisory note regarding forward-looking statements,
future expectations, prospective statements, and projections.
The securities of the Company are highly speculative and
investing in shares pose a significant risk. Investors should do
their due diligence before making any investments. An advisory
note regarding forward-looking statements, future expectations,
prospective statements, and projections. The securities of the
Company are highly speculative and investing in shares pose a
significant risk. Investors should do their due diligence and
read the offering circular before making any investments. We
have not authorized anyone to provide you with different
information. Forward-Looking Statements within the meaning of
the private Securities Litigation Reform Act of 1995 and other
federal securities laws can be identified by the use of forward-
looking terminology such as ?believes,? ?estimates,? ?projects,?
?budget,? ?forecast,? ?anticipate,? ?plan,? ?may,? ?shall,?
?could?, ? shall,? ?believes,? ?predicts,? ?potential,?
?intend,? ?expects,? ?continue,? or the negative thereof, or
other variations thereon or comparable terminology. Forward-
looking statements include statements regarding what, how, and
where the company believes it anticipates, estimates, expects,
intends, and predicts it shall achieve such forward-looking
statements, future expectations, prospective statements, and
projections. Changes in Results: Future prospective projections
shall not be regarded as a representation or a prediction that
the company shall achieve or is likely to achieve any results.
Therefore, the actual results of operations are likely to vary
from the projections, and the variations may be material and
adverse. The projections are based on AFR Inc.?s best estimate
of future results based on present circumstances. Important
factors that may cause the actual results to differ from those
expressed within may include, but are not limited to, statements
included herein or elsewhere. AFR Inc.?s anticipated future
forward-looking objectives are hypothetical and based upon a
presumed future outcome. Forward-looking Statements are based
upon the company?s present expectations but are not guaranteed
to occur. The industry trends or our actual results, activities
or achievements may be materially different from those expressed
or implied by Forward-Looking Statements. This may cause the
actual results, performance, or future potential forecasted
achievements of AFR Inc. or the industry to be materially
different from any future results, performance, or achievements
expressed or implied by such forward-looking statements
including known and unknown risks, uncertainties and other
factors, several of which are beyond AFR Inc.?s control.
5. 15. 4. Shareholder Litigation Waiver. You the Purchaser, by
purchasing the stock waive the right for Shareholder Litigation
associated with this Offering. Shares may lose value due to
various factors including the stock price may fall below the
price of the offering (i.e. company?s stock price falls below
IPO offering price). By Signing below, YOU agree to read the
Company?s Articles of Incorporation, Charters, Documents, and
the any other information and disclosures from the company and
understand the risk and liabilities associated with this
offering. Shareholders may be responsible for liabilities
associated with this offering. (INTIAL) ________ Date: June 15,
2020.
5. 15. 5. Exclusive Jurisdiction. The Articles of Incorporation
indicates that the company shall utilize an Exclusive
Jurisdiction resolution action. (Note: Please read all charters,
documents, and disclosures for more information related to
Exclusive Jurisdiction resolutions and actions.)
5. 15. 6. NO Errors & Omissions (E&O) Insurance. The Company is
NOT Providing Errors and Omissions Insurance (E&O), Shareholders
may be responsible for liabilities associated with this
offering. In the future the Company is permitted to procure such
resources.
5. 15. 7. NO Directors and Officers (D&O) Liability Insurance.
The Company is NOT Providing Directors and Officers (D&O)
Liability Insurance, Shareholders may be responsible for
liabilities associated with this offering. In the future the
Company is permitted to procure such resources.
5. 15. 8. NO Indemnification Agreement(s). The Company is NOT
Providing Indemnification Agreement(s), Shareholders may be
responsible for liabilities associated with this offering. In
the future the Company is permitted to procure such resources.
5. 16. Purchase. Purchaser hereby agrees to purchase from the
Company, and the Company hereby agrees to sell to the Purchaser,
an aggregate of (One Million) (1,000,000) Fully Paid, Validly
Issued, and Non-assessable Common Stock shares of the Company
(the "Stock") at .0001 per share, for an aggregate purchase
price of One Hundred Dollars ($100.00). Such shares shall be
Issued and Delivered to (Xxxxx Gold) upon execution and approval
by the Company and payment by the purchaser.
5. 17. Stock Purchase Agreement Signed and Returned. The Stock
Purchase Agreement shall be Signed and given to the Company by
the Purchaser or purchase may be made via digital, electronic,
or book transfer. (NOTE: Purchaser Shall Mail back the Stock
Purchase Agreement)
5. 18. Board of Directors Approval via Action by Written
Consent. The Stock Purchase Agreement (SPA) may be accepted,
approved, ratified, and thereby stock issued. The Board of
Directors shall have the right and discretion to approve,
reject, or abstain from Stock Issuance.
5. 19. Funds shall be Accepted and Deposited. The Effective Date
of Stock Acceptance shall be the approval date executed by the
Chairman of the Board of Directors. The Company reserves the
right to return funds if it is determined that acceptance was a
mistake. The Stock shall be Fully Paid, Validly issued, and Non-
assessable.
5. 20. Stock Ledger and Stock Transfer Record. The Company?s
Stock Transfer Ledger shall log and Book-record and represent
the Shares Purchased, Sold, and, Transferred, Surrendered, or
Lost.
5. 21. Certificate. Issuance Information on Certificate. AFR
INC. INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
AUTHORIZED TO ISSUE 100,000,000 SHARES COMMON STOCK AT $0.000001
PAR VALUE.
5. 22. Shareholder Name and Information: ______ Xxxxx Gold
______ certifies that,
5. 23. Number of Shares: _______1,000,000.00____________ is
hereby issued fully paid, validly issued, and non-assessable
shares of the stock of the above named corporation transferable
only on the books of the corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this
certificate properly endorsed.
The following may be recorded in the Stock Information and
ledger.
5. 24. Stock Certificates Shall Be Numbered. Certificate Number:
_____ ( 02) ___________
5. 25. Stock Certificate Seal. The Corporate Seal and Stock
Certificated adopted and approved as the Corporate Seal and the
Stock Certificate of the company.
5. 26. The State of Incorporation. Stock Certificates shall
indicate the State of Incorporation which is Florida 2019.
5. 27. Legends. Stock Certificates shall indicate Legends,
Rights, and Restrictions, or Limitations associated with the
stock and its specific offering standard or exemption. Legend.
Certificate Bearing a Regulation A + IPO Securities Legend. Each
Certificate representing shares of AFR Inc. stock now or
hereafter owned by the Shareholders identified or issued to any
person hereof shall be endorsed with the following legend or at
the Discretion of the Chairman of the Board. Regulation A + IPO
Holding Minimum Holding Period. Shares can become freely
tradable if the following conditions are met according to
released regulatory guidance. Each Purchaser agrees that the
Company may instruct its transfer agent to impose transfer
restrictions on the shares represented by certificates bearing
the legend to enforce Regulation A + IPO Minimum Holding Period
requirements and the Company agrees promptly to do so. The
legend shall be removed upon the lapse of the required holding
time period.
Regulation A + IPO Holding Period for ? Non-insiders or ?Non-
affiliated? investors have a one (1) year holding period
requirement before sale.
Regulation A + IPO Holding Period for ? Affiliated Legend -
Affiliated or Associated Persons (?Insiders?) shall have a six
(6) Month holding period requirement before sale.
5. 28. Certificate Issued: ______X ________Or Book Transfer:
______X ________
5. 29. Transferred from. From Whom Shares were Transferred.
(Original Issue) or (Transferred From).
5. 30. Issue Stock Certificate. The Company shall issue Stock
Certificate to purchasers directly from the company or via a
Transfer Agent or equivalent. If Board of Directors or Officers
have signed a Stock Certificate and have ceased to be such party
before such certificate is issued, the Corporation has the right
to either evaluate, reject, repudiate, or accept such actions at
its discretion.
5. 31. Stock Certificates Delivered or Book-Transfer of Stock is
effectuated.
5. 32. Stock or Certificate Issuance Process. The Company shall
then Issue Certificates or conduct a Book-Transfer or instruct
its transfer agent to process such stock ledger -related
corporate actions.
5. 33. Stock Certificate Sent. A Stock Certificate shall be sent
to the purchaser digitally issued. A Stock Certificate is a
document representing your ownership in the company.
5. 34. Evidence of Ownership. The number of shares of Stock
shall be recorded on the Company?s stock transfer ledger
opposite such Investor?s name and address and the Company shall
issue a certificate to the Shareholder representing the Stock.
(NOTE: Print and Send Color Certificates to Purchaser or utilize
a Transfer Agent.)
5. 35. Lost, Stolen or Destroyed Stock Certificates. The
Corporation may issue new Stock Certificates in place of any
Stock Certificate thereto signed by it, alleged to have been
lost, stolen, or destroyed. No Stock Certificates for Shares of
the Corporation shall be issued in place of any Stock
Certificate alleged to have been lost, destroyed, or wrongfully
taken, if and to the extent required by the Board of Directors
upon the following: Shareholder who have lost Evidence of
Ownership in the form of Stock Certificates shall provide the
following:
5. 36. 1. Production of evidence of loss, destruction or
wrongful taking.
5. 36. 2. Delivery of Notary Settlement. Delivery of a Notary
Statement Indemnifying the Corporation and its agents against
any claim made that may be made against it or them on account of
the alleged loss, destruction or wrongful taking of the replaced
stock certificate or the issuance of the new Stock Certificate.
5. 36. 3. Payment of the Expenses of the Corporation and its
agents incurred in connection with the issuance of the new
certificates.
5. 37. Signature. Stock Certificates Shall Be Signed. Stock
Certificates shall be signed by the President, Chairman of the
Board of Directors, Ratified by Shareholders (Optional), and
Further Ratified by the Board of Directors (Optional). In
witness whereof, the Company shall cause certificates to be
signed and its corporate seal to be affixed to the Stock
Certificate with all the required information including
shareholder information and any legends if applicable.
Chairman of the Board of Directors Name: _ Xxxxxx Xxxxxxx
_____Signature: __________________ Date: June 15, 2020
President Name: ____ Xxxxxx Xxxxxxx _______________________
Signature: __________________ Date: June 15, 2020
5. 38. Purchaser Signatures. PURCHASER ACKNOWLEDGES AND AGREES
HERETO.
Purchaser Name: ___ Xxxxx Gold _______________________Signature:
___________________ Date: June 15, 2020
5. 39. The Company: AFR Inc. Acceptance and Signatures. Agreed
and Accepted:
Chairman of the Board of Directors Name: __ Xxxxxx Xxxxxxx
________Signature: ______________ Date: June 15, 2020
President Name: ___ Xxxxxx Xxxxxxx
_____________________Signature: _____________________ Date:
June 15, 2020
5. 40. Transfer Agent Countersigned. (If applicable):
___________ (Transfer Agent Name-Signature) (NOTE: Assign each
shareholder in your corporation a block or section in the
Shareholders Ledger.) (NOTE: Whenever the shareholder buys,
sells, or transfers any stock, a recordation must be completed.)
(NOTE: Each Certificate can be issued for more than one share.)
5. 41. Closing & Delivery. The closing hereunder, including
payment for and delivery of the Stock shall occur immediately
following the execution of this Agreement.
5. 42. Notarization Acknowledgement (IF Applicable) State of:
______________________ County of: On this______ day of _____,
2020, before ____________ (NAME) personally appeared, To me
known and known to me to be the individual who executed the
foregoing ____Stock Purchase Agreement Signature Page in the
capacity therein indicated, who acknowledge that he or she,
being authorized to do so, executed the foregoing instrument for
the purposes therein indicated as his or her own free act and
deed. Notary Public Signature: ______________ DATE:
______________
PLEASE MAKE A PHOTOCOPY OF THIS PAGE AND RETURN TO THE COMPANY.
5. 43. Stock Purchase Agreement Common Stock in AFR Inc.
Number of Shares Purchased:
1,000,000 (Shares)
Price Paid Per Share:
..0001
Total Amount Paid:
$ 100.00
5. 44. Acceptance and Signatures. Agreed and Accepted. Your
signature evidences your purchase of the Company?s shares until
you receive your stock certificates. You will have agreed and
consented to the provisions set forth in the Company?s Articles
of Incorporation and Bylaws. The undersigned represents that you
have read and understands this Stock Purchase Agreement.
Additionally, you attest that the information provided to the
company by you and contained herein is complete and accurate and
should any information change to advise the company of such
changes. Please acknowledge that you have read and viewed
disclosures before proceeding. IN WITNESS WHEREOF, this Stock
Purchase Agreement has been executed and delivered by the
Purchaser and by the Company on the respective dates set forth
below. Telephone. 000-000-0000 Website. xxx.XXXXXX.xxx.
? Acknowledgement. I Understand, Acknowledge, and Accept that I
have read the Company?s Risk Factors, Disclosures, Disclaimers,
Waivers. If you agree with the terms of this letter agreement,
please sign in the space provided below.
5. 44. 1. Purchaser Name: ______ Xxxxx Gold ______
5. 44. 2. Purchaser Signature:____________________________
5. 44. 3. Date: ________________ June 15, 2020__________
5. 44. 4. Purchase Dollar Amount:____________________
5. 44. 5. CHECKS. Checks made payable to ?AFR Inc.?
5. 45. Company Signatures.
1. Chairman of the Board of Directors: :_Kamran
Heydari___Signature: ________________Date: June 15, 2020
2. Director: ______________Kamran Heydari___Signature:
___________________________Date: June 15, 2020
3. Officer ? President: _____Kamran Heydari___Signature:
___________________________Date: June 15, 2020
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