Stock Purchase Agreement - E-City Software Inc.
E-CITY SOFTWARE, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
___________, 2002, by and between E-City Software, Inc., a Nevada Corporation
(the "Company"), and___________________ 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 ____________ shares
of the Company's Common Stock (the "Shares"), at a purchase price of
$_________ per share (the "Purchase Price"), or an Aggregate Purchase Price
of $_______________.
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.
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. 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.
7. General Provisions.
(a) This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Washington 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.
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COMPANY:
E-CITY SOFTWARE, INC.
Anis Jessa
By:
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Title: President
PURCHASER:
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By:
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Title:
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EXHIBIT A
Description of Indebtedness between Company and Purchaser:
Purchaser advanced the Company a total of $______________, inclusive of
interest and principal as of the date hereof. The shares identified in this
agreement constitute payment in full and discharge of this indebtedness.