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Sample Business Contracts

Stock Purchase Agreement - E-City Software Inc. and Anis Jessa

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E-CITY SOFTWARE, INC.

STOCK PURCHASE AGREEMENT



This Stock Purchase  Agreement (the  "Agreement")  is entered into as of May 12,
2000,  by  and  between  E-City  Software,  Inc.  , a  Nevada  Corporation  (the
"Company"), and Anis Jessa, ("Purchaser").



In consideration of the mutual covenants and  representations  herein set forth,
the Company and the Purchaser agree as follows:



1. Sale of Stock.  The  Company  hereby  agrees  to sell to  Purchaser  and
Purchaser  hereby  agrees to purchase an aggregate  of  3,555,250  shares of the
Company's Common Stock (the "Shares"),  at a purchase price of $0.0001 per share
(the "Purchase Price"), or an Aggregate Purchase Price of $356.00.

2. Payment of Purchase Price. The Purchase Price for the Shares shall be paid to
the Company by any  combination of the following:  (i) in immediately  available
funds  upon  the  execution  of this  Agreement  or  (ii)  the  cancellation  of
indebtedness  owed by the  Company to the  Purchaser,  such  cancellation  being
hereby  acknowledged  by receipt of the  Shares and as  identified  in Exhibit A
hereto.

3. Definitions.
   -----------

(a) "Shares"  refers to the purchased  Shares and all shares received in respect
thereof as a consequence of stock dividends, stock splits, reverse stock splits,
recapitalizations,   mergers,   reorganizations   or  the  like,  and  all  new,
substituted or additional  securities or other  properties to which Purchaser is
or may be entitled by reason of Purchaser's ownership of the Shares.

4. Legends. The share certificate evidencing the Shares issued hereunder shall
be endorsed with the following restrictive
   -------
legends (in addition to any legend required under applicable state securities
laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND
HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT
BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT SAYING THAT SUCH SALE
OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SAID ACT.

THE SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN  RESTRICTIONS UPON TRANSFER
AND RIGHTS OF  REPURCHASE  AS SET FORTH IN AN AGREEMENT  BETWEEN THE COMPANY AND
THE SHAREHOLDER, A COPY OF WHICH IS AVAILABLE UPON THE REQUEST OF THE REGISTERED
HOLDER HEREOF TO THE SECRETARY OF THE COMPANY.

5. Adjustments for Stock Splits, etc. All references to the number of Shares and
the  purchase  price of the  Shares  in this  Agreement  shall be  appropriately
adjusted to reflect any stock dividend, stock split,  recapitalization,  merger,
reorganization  or other  change in the Shares  which may be made by the Company
after the date of this Agreement.

6. [Intentionally Omitted]

7. Purchaser's Representations. In connection with the Purchaser's purchase of
the Shares, the Purchaser hereby represents

and warrants to the Company as follows:

(a)  Investment  Intent;  Capacity  to  Protect  Interests.   The  Purchaser  is
purchasing  the Shares solely for his own account for  investment and not with a
view to or for sale in  connection  with any  distribution  of the Shares or any
portion thereof and not with any present intention of selling,  offering to sell
or otherwise  disposing of or distributing  the Shares or any portion thereof in
any  transaction  other than a transaction  exempt from  registration  under the
Securities Act of 1933, as amended (the "Act").  The Purchaser  also  represents
that the entire legal and beneficial  interest of the Shares is being purchased,
and will be held, for the  Purchaser's  account only, and neither in whole or in
part for any other person.  Purchaser has a pre-existing  business  relationship
with the  Company and has the  capacity  to evaluate  the merits and risks of an
investment in the Company and to protect Purchaser's own interests in connection
with this transaction.

(b) Economic Risk.  The Purchaser  realizes that the purchase of the Shares will
be a highly  speculative  investment and involves a high degree of risk, and the
Purchaser is able, without impairing financial condition, to hold the Shares for
an indefinite  period of time and to suffer a complete  loss on the  Purchaser's
investment.

(c) Restricted Securities. The Purchaser understands and acknowledges that:
    ---------------------

(i) the sale of the Shares has not been registered under the Act, and the Shares
must be held  indefinitely  unless  subsequently  registered under the Act or an
exemption  from such  registration  is  available  and the  Company  is under no
obligation to register the Shares;

(ii) the share certificate representing the Shares will be stamped with the
legend specified in
Section 4 hereof; and

(iii) the  Company  will make a notation  in its  records of the  aforementioned
restrictions on transfer and legend.

8. Intentionally Omitted.

9. Intentionally Omitted.

10. General Provisions.
    ------------------



(a) This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Nevada as they apply to contracts entered into and
wholly to be performed within such state.

(b) This  Agreement  represents  the entire  agreement  between the parties with
respect to the purchase of the Shares by the Purchaser.

(c) Any notice,  demand or request  required or  permitted to be given by either
the Company or  Purchaser  pursuant to the terms of this  Agreement  shall be in
writing and shall be deemed given when delivered, if delivered personally; three
business days after the business day of deposit in the U.S.  mail, by registered
or certified mail with postage prepaid;  one business day after the business day
of facsimile  transmission,  if a confirmation  copy is sent by first class mail
with  postage  prepaid;  or, one  business day after the business day of deposit
with Federal Express or similar overnight carrier,  freight prepaid; in any such
case  addressed to any party at such party's  address as set forth at the end of
this Agreement or such other address as the party may designate by notifying the
other in writing.

(d) The  rights and  benefits  of the  Company  under  this  Agreement  shall be
transferable  to any one or more  persons or  entities,  and all  covenants  and
agreements  hereunder  shall inure to the benefit of, and be  enforceable by the
Company's  successors and assigns. The rights and obligations of Purchaser under
this  Agreement  may only be  assigned  with the prior  written  consent  of the
Company.

(e) Either  party's  failure to enforce  any  provision  or  provisions  of this
Agreement shall not in any way be construed as a waiver of any such provision or
provisions,  nor prevent  that party from  thereafter  enforcing  each and every
other  provision of this  Agreement.  The rights granted both parties herein are
cumulative  and shall not  constitute a waiver of either party's right to assert
all other legal remedies available to it under the circumstances.

(f)  Purchaser  agrees  upon  request  to  execute  any  further   documents  or
instruments  necessary  or desirable to carry out the purposes or intent of this
Agreement.

By Purchaser's  signature  below,  Purchaser  represents  that Purchaser  hereby
accepts  this  Agreement  subject  to all of the terms and  provisions  thereof.
Purchaser has reviewed this Agreement in its entirety, has had an opportunity to
obtain  the  advice of  counsel  prior to  executing  this  Agreement  and fully
understands all provisions of this Agreement.




COMPANY:


E-CITY SOFTWARE, INC.



By: /s/ Salim Devji____________

Title: Chief Technology Officer_____



PURCHASER:



____Anis Jessa________________



By: __/s/ Anis Jessa________

Title: President