Exhibit 3.1
LEAF OF LIFE HOLDINGS LIMITED
SERIES B 5% CONVERTIBLE PREFERRED STOCK
TERMS
Section 1. Designation, Amount and Par
Value.
The series of preferred stock shall be
designated as the Series B 5% Convertible Preferred Stock (the “Series B Preferred Stock”), and the number of shares
so designated and authorized shall be One Hundred Thousand (100,000). Each share of Series B Preferred Stock shall have a par value
of $0.001 per share and a stated value of $100 per share (the “Stated Value”).
Section 2. Dividends.
(a) Holders
of Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available
therefor, and the Company shall accrue, quarterly in arrears on March 31, June 30, September 30, and December 31 of each year,
commencing on the Issuance Date, cumulative dividends on the Series B Preferred Stock at the rate per share (as a percentage of
the Stated Value per share) equal to five percent (5%) per annum on the Stated Value, payable in additional shares of Series B
Preferred Stock. The party that holds the Series B Preferred Stock on an applicable record date for any dividend payment will be
entitled to receive such dividend payment and any other accrued and unpaid dividends which accrued prior to such dividend payment
date, without regard to any sale or disposition of such Series B Preferred Stock subsequent to the applicable record date but prior
to the applicable dividend payment date.
(b) So
long as any shares of Series B Preferred Stock remain outstanding, neither the Company nor any subsidiary thereof shall, without
the consent of the Holders of eighty percent (80%) of the shares of Series B Preferred Stock then outstanding (the “Requisite
Holders), redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities (as defined in Section 7), nor shall
the Company directly or indirectly pay or declare any dividend or make any distribution upon, nor shall any distribution be made
in respect of, any Junior Securities, nor shall any monies be set aside for or applied to the purchase or redemption (through a
sinking fund or otherwise) of any Junior Securities.
Section 3. Voting Rights; Negative Covenants.
Subject to the beneficial ownership limitations
set forth in Section 5 (b) below, each holder of the Series B Preferred Stock shall have the right to vote on any matter that may
from time to time be submitted to the Company’s shareholders for a vote, on an as converted basis, either by written consent
or by proxy. So long as any shares of Series B Preferred Stock are outstanding, the Company shall not and shall cause its subsidiaries
not to, without the affirmative vote of the Requisite Holders, (a) alter or change adversely the powers, preferences or rights
given to the Series B Preferred Stock, (b) alter or amend this Certificate of Designation, (c) amend its certificate of incorporation,
bylaws or other charter documents so as to affect adversely any rights of any Holders of the Series B Preferred Stock, (d) increase
the authorized or designated number of shares of Series B Preferred Stock, (e) apart from shares issued as a dividend pursuant
to Section 2 (a), issue any additional shares of Series B Preferred Stock (including the reissuance of any shares of Series B Preferred
Stock converted for Common Stock) or (f) enter into any agreement with respect to the foregoing.
Section 4. Liquidation.
Upon any liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary or a Sale (as defined below) (a “Liquidation”), the holders of the
Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus,
for each share of Series B Preferred Stock an amount equal to the Stated Value plus all accrued but unpaid dividends per share,
whether declared or not, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall
be made to the holders of any Junior Securities, and if the assets of the Company shall be insufficient to pay in full such amounts,
then the entire assets to be distributed to the holders of Series B Preferred Stock shall be distributed among the holders of Series
B Preferred Stock ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable
thereon were paid in full. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment
date stated therein, to each record Holder of Series B Preferred Stock. A “Sale” shall mean a sale of the majority
of assets, a merger (other than where the Company is the surviving entity) or consolidation by the Company with another corporation
or other entity.
Section 5. Conversion.
(a) Conversion
at Option of Holder. Subject to the provisions of Section 5(b), below, each share of Series B Preferred Stock shall be convertible
into 1,840 shares of Common Stock (“Conversion Ratio”), at the option of a Holder, at any time and from time to time,
from and after the issuance of the Series B Preferred Stock; provided that, for a period of twenty for (24) months from the Issuance
Date, if the Company issues shares of common stock (or securities, including any derivative securities, containing the right to
purchase, exercise or convert into shares of common stock) (the “Dilution Shares”) such that the outstanding number
of shares of common stock on a fully diluted basis shall be greater than two hundred thirty million (230,000,000) shares (inclusive
of conversions of Series B Preferred Stock at the Conversion Ratio immediately above), then the Conversion Ratio for the Series
B Preferred Stock then outstanding and unconverted as of the date the Dilution Shares are issued shall be adjusted to equal the
Conversion Ratio multiplied by a fraction, the numerator of which shall be the number of shares outstanding on a fully diluted
basis after the issuance of the Dilution Shares, and the denominator shall be two hundred thirty million (230,000,000). Example:
Company issues securities representing 150,000,000 Dilution Shares, then the Conversion Ratio shall equal [1,840 x (380,000,000/230,000,000)
(or 1.65) = 3,040]. A Holder shall effect a conversion by surrendering to the Company the original certificate or certificates
representing the shares of Series B Preferred Stock to be converted to the Company, together with a completed form of conversion
notice attached hereto as Exhibit B (the “Conversion Notice”). Each Conversion Notice shall specify the number of shares
of Series B Preferred Stock to be converted, the date on which such conversion is to be effected, which date may not be prior to
the date the Holder delivers such Conversion Notice (the “Conversion Date”), and the Conversion Price determined as
specified in Section 5(c) hereof. If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date
that the Conversion Notice is delivered pursuant to this Section 5(a). Subject to Section 5(b) hereof, each Conversion Notice,
once given, shall be irrevocable.
(b) Beneficial
Ownership Limitation. The Company shall not affect any conversion of the Series B Preferred Stock, and a Holder shall not have
the right to convert any portion of the Series B Preferred Stock, to the extent that, after giving effect to the conversion set
forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting
as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial
Ownership Limitation (as defined herein). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially
owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series
B Preferred Stock with respect to which such determination is being made plus any and all Common Stock otherwise by the Holder
derived from a derivative paid or otherwise acquired by the Holder, but shall exclude the number of shares of Common Stock which
are issuable upon (i) conversion of the remaining, unconverted shares of Series B Preferred Stock beneficially owned by such Holder
or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the
Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation,
the Series B Preferred Stock or any other convertible securities of the Company) beneficially owned by such Holder or any of its
Affiliates. Except as set forth in the preceding sentence, for purposes of this subsection, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
The “Beneficial Ownership Limitation”
shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon conversion of Series B Preferred Stock held by the applicable Holder. A Holder, upon not less than
sixty five (65) days’ prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this sub-section
applicable to its Series B Preferred Stock and the provisions of this sub-section shall continue to apply. Any such increase will
not be effective until the sixty-sixth (66th) day after such notice is delivered to the Company and shall only apply to such Holder
and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this sub-section to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder of Series B Preferred
Stock.
(c) The
Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for
the purpose of issuance upon conversion of Series B Preferred Stock, as herein provided, free from preemptive rights or any other
actual or contingent purchase rights of persons other than the holders of Series B Preferred Stock, not less than 100% of such
number of shares of Common Stock as shall be issuable (taking into account the adjustments and restrictions of sub-section (b)
upon the conversion of all outstanding shares of Series B Preferred Stock hereunder. The Company covenants that all shares of Common
Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and non-assessable.
(d) Upon
a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of Common
Stock, but may if otherwise permitted and unless waived by the Holder of the Series B Preferred Stock, make a cash payment in respect
of any final fraction of a share based on the Per Share Market Value at such time. If the Company elects not, or is unable, to
make such a cash payment, the Holder of a share of Series B Preferred Stock shall be entitled to receive, in lieu of the final
fraction of a share, one whole share of Common Stock.
(e) The
issuance of certificates for shares of Common Stock on conversion of Series B Preferred Stock shall be made without charge to the
Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate,
provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such certificate upon conversion in a name other than that of the Holder of such shares of Series B Preferred
Stock so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.
(f) Shares
of Series B Preferred Stock converted into Common Stock shall be canceled and shall have the status of authorized but unissued
shares of undesignated preferred stock.
(g) Any
and all notices or other communications or deliveries to be provided by the Holders of the Series B Preferred Stock hereunder,
including, without limitation, any Conversion Notice, shall be in writing and delivered by facsimile, sent by a nationally recognized
overnight courier service, or sent by certified or registered mail, postage prepaid, addressed to the attention of the President
of the Company at the facsimile telephone number or address of the principal place of business of the Company. Any and all notices
or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered by facsimile, sent
by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to each
Holder of Series B Preferred Stock at the facsimile telephone number or address of such Holder appearing on the books of the Company,
or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 5:00 p.m.
(New York time), (ii) the date after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section later than 5:00 p.m. (New York time) on any date and earlier than 11:59 p.m.
(New York time) on such date, (iii) four days after deposit in the United States mails, (iv) the Business Day (as defined in Section
7) following the date of mailing, if send by nationally recognized overnight courier service, or (v) upon actual receipt by the
party to whom such notice is required to be given.
Section 6. Adjustments to Conversion
Price.
(a) The
Conversion Price shall be subject to adjustment from time to time as follows:
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(i)
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Spin Off. If, for as long as any shares of Series B Preferred Stock remain outstanding the
Company consummates a spin off or otherwise divests itself of a part of its business or operations or disposes of all or of a part
of its assets in a transaction (the “Spin Off’) in which the Company, in addition to or in lieu of any other compensation
received by the Company for such business, operations or assets, causes securities of another entity (the “Spin Off Securities”)
to be issued to security holders of the Company, then the Company shall cause (a) to be reserved Spin Off Securities equal to the
number thereof which would have been issued to all Holders had all shares of Series B Preferred Stock outstanding on the record
date (the “Record Date”), for determining the amount and number of Spin Off Securities to be issued to security holders
of the Company (such outstanding shares of Series B Preferred Stock, the “Outstanding Preferred Stock”), if all Shares
of Series B Preferred Stock had been converted as of the close of business on the Trading Day immediately before the Record Date
(the “Reserved Spin Off Securities”), and (b) to be issued to each Holder upon the conversion of all or any of the
Outstanding Preferred Stock, such amount of the Reserved Spin Off Securities equal to (1) the Reserved Spin Off Securities multiplied
by (2) a fraction, of which (A) the numerator is the aggregate Stated Value of the Outstanding Preferred Stock then being converted
by such Holder, and (B) the denominator is the aggregate Stated Value of the Outstanding Preferred Stock.
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(ii)
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Stock Splits, etc. If, at any time while any shares of Series B Preferred Stock remain outstanding,
the Company effectuates a stock split or reverse stock split of its Common Stock or issues a dividend on its Common Stock consisting
of shares of Common Stock, the Conversion Price and any other amounts calculated as contemplated by this Certificate of Designations
shall be equitably adjusted to reflect such action. By way of illustration, and not in limitation, of the foregoing (a) if the
Company effectuates a 2:1 split of its Common Stock, thereafter, with respect to any conversion for which the Company issues shares
after the record date of such split, the Conversion Price shall be adjusted to equal one-half of what it had been calculated to
be immediately prior to such split; (b) if the Company effectuates a 1:10 reverse split of its Common Stock, thereafter, with respect
to any conversion for which the Company issues shares after the record date of such reverse split, the Conversion Price shall be
adjusted to equal ten times what it had been calculated to be immediately prior to such split; and (c) if the Company declares
a stock dividend of one share of Common Stock for every 10 shares outstanding, thereafter, with respect to any conversion for which
the Company issues shares after the record date of such dividend, the Conversion Ratio shall be adjusted to equal such amount multiplied
by a fraction, of which the numerator is the number of shares (10 in the example) for which a dividend share will be issued plus
the dividend shares (11 in total), and the denominator is such number of shares for which a dividend will be issued thereon
(i.e. 11/10 or 1.1).
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(iii)
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Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion
Price pursuant to this Section 6, the Company, at its expense, shall promptly compute such adjustment or readjustment and prepare
and furnish to each Holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time
of any Holder of Series B Preferred Stock, furnish to such Holder a like certificate setting forth (a) such adjustment or readjustment,
(b) the Conversion Price in effect at the time and (c) the number of shares of Common Stock and the amount, if any, of other securities
or property which at the time would be received upon conversion of a share of Series B Preferred Stock.
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Section 7. Definitions.
For the purposes hereof, the
following terms shall have the following meanings:
“Business Day” means
any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State
of New York are authorized or required by law or other government action to close.
“Common Stock” means the common
stock, $0.001 par value per share, of the Company, and stock of any other class into which such shares may hereafter have been
reclassified or changed.
“Conversion Ratio” means _______
of common stock for each share of Series B Preferred Stock, subject to adjustment set forth in Sections 5 and 6.
“Issuance Date” means the earliest
date on which a Holder receives shares of the Series B Preferred Stock, regardless of the number of certificates which may be issued
to evidence such Series B Preferred Stock.
“Holder” means a registered
holder of a share or shares of Series B Preferred Stock.
“Junior Securities” means the
Common Stock and all other equity securities of the Company ranking junior to the Series B Preferred Stock in terms of payment
of dividends or liquidation proceeds.
“Per Share Market Value” means
on any particular date (a) the Closing Bid Price per share of the Common Stock on such date on the OTC Bulletin Board or other
principal stock exchange or quotation system on which the Common Stock is then listed or quoted or if there is no such price on
such date, then the Closing Bid Price on such exchange or quotation system on the date nearest preceding such date, or (b) if the
Common Stock is not listed then on the OTC Bulletin Board or any stock exchange or quotation system, the Closing Bid Price for
a share of Common Stock in such other over-the-counter market, as reported by the Nasdaq Stock Market or in the National Quotation
Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices at the close of business
on such date, or (c) if the Common Stock is not then reported by the National Quotation Bureau Incorporated or similar organization
or agency succeeding to its functions of reporting prices, then the average of the “Pink Sheet” quotes for the relevant
conversion period, as determined in good faith by the Board of Directors, or (d) if the Common Stock is not then publicly traded
the fair market value of a share of Common Stock as determined in good faith by the Board of Directors.
“Person” means an individual
or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or political subdivision thereof) or other entity of any kind.
“Trading Day” means (a) a day
on which the Common Stock is traded on the OTC Bulletin Board or other stock exchange or market on which the Common Stock has been
listed, or (b) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter
market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions
of reporting prices).
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Exhibit 10.1
MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT
(the “Agreement”) for the purchase of the membership interests of SPRAY IN PLACE SOLUTIONS, LLC (“SIPS”
or “Company”), a Florida limited liability company with its principal place of business at 45-1 Knickerbocker Ave.,
Bohemia, NY 11716, is made this day between Quadalupe Industries, LLC, Secrest Consulting, LLC and ABCO Management, each members
of the Company (each the “Member” or “Seller” and collectively the “Members” or the “Sellers”)
and Steven Rabiei (“Buyer”), a resident of New York.
RECITALS
WHEREAS, the Members now own exactly thirty (30%) of the membership
interests of the Company (the “Membership Interest.”), and
WHEREAS, the Buyer desires to purchase
from Sellers, and Seller desire to sell to Buyer, an aggregate of five percent (5%) Membership Interest of SIPS that Sellers now
own (the “Membership Interest Purchase”), and
WHEREAS, Seller desires to assign all their rights to SIPS Membership
Interest to Buyer;
WHEREAS, the parties hereto desire to complete the Membership
Interest Purchase upon the terms and conditions hereinafter stated;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, it is agreed as follows:
AGREEMENT
1. Sale
of Membership Interest. Seller hereby agrees to sell and deliver to Buyer, and Buyer hereby agrees to purchase from Seller,
5% of the membership interests of the Company, apportioned as follows (the “Membership Interests”):
a. Quadalupe Industries,
LLC shall sell exactly one percent (1%) membership interests;
b. Secrest Consulting,
LLC shall sell exactly two percent (2%) membership interests; and
c. ABCO Management,
LLC shall sell exactly two percent (2%) membership interests.
2. Purchase Price.
The purchase price for all the Membership Interest sold by Seller shall be One Hundred Thousand Dollars ($100,000.00) to be paid
as follows:
a) Sixty
thousand dollars ($60,000.00) to be paid immediately upon Closing to be paid to the Sellers in even portions in exchange for
three percent (3%) of the Membership Interests;
b) Forty
thousand dollars ($40,000.00) to be paid in the form of two separate promissory notes in the form attached hereto as Exhibit
A, and incorporated by reference upon execution to Secrest Consulting, LLC and ABCO Management, LLC with terms to in equal
installments of an aggregate of ten thousand dollars ($10,000.00) per month for a period of four (4) months.
3. Guarantee.
As additional consideration, Reni Klyuncheva, the principal of Quadalupe Industries, LLC, shall enter into guarantee agreement
with Buyer in a form similar to the guarantee agreement, attached hereto as Exhibit B.
4. Reserved.
5. Closing.
a. Unless otherwise agreed by the
parties, the Closing shall occur by parties mailing to each other executed Agreements on or before January 17, 2018, (the
“Closing”), TIME BEING OF THE ESSENCE, or at such other date as the parties may mutually designate in writing
(the date of consummation is referred to herein as the “Closing Date”).
b. At the Closing, Sellers shall
deliver, or cause to be delivered, to Buyer the original certificates representing the Membership Interest, duly endorsed in blank
and in good order for transfer, the corporate minute book, seal, and the Membership Interest records of the Company or such other
form of transfer sufficient to transfer unencumbered ownership to the Buyer.
c. At Closing, Buyer shall deliver
to an escrow agent of his choosing, exactly sixty thousand dollars ($60,000.00) to be distributed to the Sellers in even portion.
d. At Closing, Buyer shall issue
to the those Sellers Seller a Promissory Note in the amount of forty thousand dollars ($40,000.00) in accordance with Section 2;
and
e. At or upon Closing, the parties
shall execute all other documents and take such other actions as are reasonably necessary to carry out the terms of this Agreement
and consummate the transactions contemplated hereby.
6. Representations
and Warranties of Seller. Sellers jointly and severally represent and warrants to Buyer as follows:
a. Authority.
Each Seller has the authority to enter into this Agreement and to carry out his obligations hereunder. Each Seller represents that
this Agreement is a valid and binding obligation of the respective Seller. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby nor compliance by the respective Seller with any of the provisions
hereof will result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms
conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which
either the respective Member or Seller is a party, or by which they or any of their properties or assets may be bound.
b. Clear
Title. Sellers are the owners, free and clear of any encumbrances, of all the outstanding Membership Interest in the Company.
c. Accuracy
of Statements. Neither this Agreement nor any statement or other information furnished or to be furnished by Sellers to Buyer
in connection with this Agreement or any of the transactions contemplated hereby contains or will contain an untrue statement of
material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not
misleading.
7. Representations
and Warranties of Buyer. Buyer represents and warrants to Sellers as Follows:
a. Authority.
Buyer has the authority to enter into this Agreement and to carry out its obligations hereunder. Buyer represents that this Agreement
is a valid and binding obligation of Buyer.
b. Accuracy
of Statements. Neither this Agreement nor any statement or other information furnished by Buyer to Seller in connection with
this Agreement or any of the transactions contemplated hereby contains or will contain an untrue statement of a material fact or
omits or will omit to state a material fact necessary to make the statements contained herein or therein, not misleading.
8. Covenants
of Sellers. Seller agree that, unless Buyer otherwise agrees in writing, from the date of this Agreement until Closing;
a. Preservation
of Business. Sellers shall preserve intact the Company’s present business organization; preserve and protect the goodwill
and advantageous relationships of the Company with its customers and other persons having business dealings with the Company; preserve
and maintain in force all licenses, permits, registrations, trade names, service marks, copyrights, bonds, and other similar rights
of the Company; and cause the Company to comply with all laws applicable to the conduct of its business.
b. Ordinary
Course. Sellers shall cause the Company to conduct its business only in the usual, regular, and ordinary course, in substantially
the same manner as previously, and shall not make any substantial change to their methods of management or operation in respect
of the Company.
c. Books
and Records. Sellers shall cause the Company to maintain its books, accounts, and records in the usual and regular manner,
in accordance with generally accepted accounting principles consistently applied and in compliance with all applicable laws.
d. Investigation.
Sellers shall at all reasonable times permit Buyer access to the Company’s property, books, and records for the purpose of
permitting a complete and detailed examination by Buyer, and Seller shall furnish Buyer, upon request, any information reasonably
requested with respect to the Company’s property, assets, business, and affairs.
9. Covenants
of Buyer. Buyer agrees, unless Sellers otherwise agree in writing, that Buyer shall obtain prior to Closing all necessary
consents and approvals of all necessary persons to the performance by Buyer of the Membership Interest Purchase contemplated by
this Agreement. Buyer shall make all filings applications, statements and reports to all federal and state government agencies
or entities which are required to be made prior to Closing by or on behalf of Buyer pursuant to any statute, rule, or regulation
in connection with the transactions contemplated by this Agreement.
10. Parties
Negative Covenants. Each Sellers hereby covenants and warrants to each other that, from the date of this Agreement until
Closing, they will not, without the prior written consent of the other party, cause the Company to declare or pay any dividend;
redeem or otherwise acquire any Membership Interest of its capital Membership Interest now or hereafter outstanding; issue any
new or additional Membership Interest, or cancel, sell, transfer or otherwise dispose of the Membership Interest purchased hereunder
except upon compliance with the provisions of Section 2 hereof. Each Seller further covenants that he will not cause the Company
to create any additional obligations to employees that will survive Closing, including, but not limited to, employee benefit plans,
bonuses, and other compensation.
11. Conditions
Precedent to Obligations of Sellers. The obligations of the Seller under this Agreement are subject to the satisfaction
of the following conditions on or before Closing unless waived in writing by Sellers;
a. Accuracy
of Representations and Warranties. The representations and warranties of buyer set forth in Section 5 hereof shall be true
and correct in all material respects as of the date of this Agreement and as of closing as though made on and as of Closing, except
as otherwise specified by this Agreement.
b. Performance
of Obligations of Buyer. Buyer shall have in all material respects performed all obligations and agreements and complied with
all covenants and conditions contained in this Agreement to be performed and complied with by them.
12. Conditions
Precedent to Obligations of Buyer. The obligations of Buyer to perform under this Agreement are subject to the satisfaction
of the following conditions on or before Closing unless waived in writing by Buyer:
a. Accuracy
of Representation and Warranties. The representations and warranties of the Sellers set forth in Section 5 hereof shall be
true and correct in all material respects as of the date of this Agreement and as of the closing date as though made on and as
of Closing, except as otherwise specified by this Agreement.
b. Performance
of Obligations of Sellers. Each Seller shall have in all material respects performed all obligations and agreements and complied
with all covenants and conditions contained in this Agreement required to be performed and complied with by them.
c. Reserved.
13. Survival
of Representations and Warranties. Each party hereto covenants and agrees that its representations and warranties contained
in this Agreement, and in any document delivered or to be delivered pursuant to this Agreement in connection with Closing hereunder,
shall survive Closing.
14. Acknowledgments
and Automatic Foreclosure.
a. Buyer
hereby acknowledges that entry into this Agreement constitutes an assignment of economic interests of the of the Membership Interest
until such time that the Buyer is approved as an additional member of the Company in accordance the Operating Agreement of the
Company.
b. Buyer
further acknowledges that the holders of the promissory notes described herein, Secrest Consulting, LLC and ABCO Management,
LLC, shall automatically foreclose upon the membership interest represented by any amount remaining unpaid on the terms of
the promissory notes with no further action required by either Secrest Consulting, LLC or ABCO Management, LLC, unless
otherwise waived, in writing, by both parties.
15. Indemnification
and Release. In consideration of the Buyer’s execution and delivery
of this Agreement and acquiring the Membership Interests hereunder, and in addition to Seller’s other obligations under
this Agreement, the Sellers hereby agrees to defend and indemnify Buyer and its Affiliates and subsidiaries and their respective
directors, officers, employees, agents and representatives, and the successors and assigns of each of them (collectively, the
“Buyer Indemnified Parties”) and the Sellers do hereby agree to hold the Buyer Indemnified Parties forever harmless,
from and against any and all Claims made, brought or asserted against the Buyer Indemnified Parties, or any one of them, and the
Seller, each individually, hereby agree to pay or reimburse the Buyer Indemnified Parties for any and all Claims payable by any
of the Buyer Indemnified Parties to any Person, including reasonable attorneys’ and paralegals’ fees and expenses,
court costs, settlement amounts, costs of investigation and interest thereon from the time such amounts are due at the highest
non-usurious rate of interest permitted by applicable Law, through all negotiations, mediations, arbitrations, trial and appellate
levels, as a result of, or arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty
made by the Seller in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (ii) any
breach of any covenant, agreement or Obligation of the Sellers contained in this Agreement or any other certificate, instrument
or document contemplated hereby or thereby; or (iii) any Claims brought or made against the Buyer Indemnified Parties, or any
one of them, by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of this
Agreement or any other instrument, document or agreement executed pursuant hereto or thereto, any transaction financed or to be
financed in whole or in part, directly or indirectly, with the proceeds of the sale of the Shares, or the status of the Buyer
or holder of any of the Securities, as a buyer and holder of the Shares. To the extent that the foregoing undertaking by the Sellers
may be unenforceable for any reason, the Sellers shall make the maximum contribution to the payment and satisfaction of each of
the Claims covered hereby, which is permissible under applicable Law.
16. Notices.
All notices, requests, demands, and other communications which are required or may be given under this Agreement shall be in
writing, unless otherwise specified in this Agreement, and shall be deemed to have been duly given if delivered personally or sent
by certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Each Sellers: c/o Spray
in Place Solutions, Inc.
45-1 Knickerbocker Ave.
Bohemia, NY 11716
If to the Buyer: Per the
address found on the signature page.
or to such other addresses any party shall
have specified by notice in writing to the other.
17. Applicable Law. The
Parties acknowledge and agree that any controversy or claim or litigation arising out of or relating to this Agreement shall be
governed by and in accordance with the laws of the State of Florida. In the event of litigation in a court of law, the parties
hereby agree to submit to the jurisdiction of the United States District Court for the Miami Dade County of Florida applying Florida
law.
18. Attorney’s
Fees. In any action or proceeding brought by any party against the other, the substantially prevailing party shall, in
addition to other allowable costs, by entitled to an award of reasonable attorney’s fees.
19. Headings.
The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning and
interpretation of this Agreement.
20. 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
together shall be deemed to be one and the same instrument.
21. Severability.
In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason and in any respect,
such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb the validity of the remainder
of this Agreement, which shall be and remain in full force and effect, enforceable in accordance with its terms.
22. Entire
Agreement/Amendment. This Agreement supersedes all previous Agreements between the Parties herein and constitutes the entire
agreement of whatsoever kind or nature existing between or among the parties respecting the within subject matter, and no party
shall be entitled to benefits other than those specified herein. As between or among the parties, no oral statements or prior written
material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that in entering
into and executing this Agreement, the parties rely solely upon the representations and agreements contained in this Agreement
and no others. All prior representations or agreements, whether written or verbal, not expressly incorporated herein are superseded,
and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by all parties
hereto. This Agreement shall supersede all previous Business Agreements relating to the Company and shall completely terminate
the Seller’s interest in and all business relationships with the Company and between or among the parties signing this Agreement.
This Agreement may be executed in any number of counterparts, including counterparts transmitted by telecopier or FAX, any one
of which shall constitute an original of this Agreement. When counterparts of facsimile copies have been executed by all Parties,
they shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such
documents shall be deemed valid as originals. The Parties agree that all such signatures may be transferred to a single document
upon the request of any Party.
24.
Vesting/recordation. The parties shall furnish to each other, in form and substance reasonably satisfactory
to Buyer, assignments or other instruments of transfer and consents and waivers by others, necessary or appropriate to transfer
to and effectively vest in Buyer all right, title and interest in and to the Membership Interest, specifically the Membership
Interest Certificates effectively executed by Seller and the return to treasury by the Member, in proper statutory form for recording
if such recording is necessary or appropriate.
THIS SPACE INTENTIONALLY BLANK SIGNATURE PAGE TO FOLLOW
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
SELLERS
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Seller
|
|
% Held
|
|
% Sold
|
|
Signature
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
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Quadalupe Industries, Inc.
|
|
20%
|
|
1%
|
|
|
|
01/18/2018
|
|
|
|
|
|
|
|
|
|
|
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Secrest Consulting, Inc
|
|
5%
|
|
2%
|
|
|
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01/17/2018
|
|
|
|
|
|
|
|
|
|
|
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ABCO Management, LLC
|
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20%
|
|
2%
|
|
|
|
01/18/2018
|
|
BUYER
|
|
|
|
|
|
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Steven Rabiei, personally
|
|
|
|
|
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Address:
|
34 Cardinal Drive
|
|
|
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Roslyn, NY 11576
|
|
EXHIBIT A
Promissory Note
EXHIBIT B
Guarantee Agreement
|
Audit
Trail
|
|
TITLE
FILE NAME
DOCUMENT ID
STATUS
|
|
SIPS Membership Interest Purchase Agreement
SIPS.MembershipInterestPurchase.v1.docx
67abe7081f482248820526e39b59a8ee6ff63361
● Out For Signature
|
Document History
|
01/17/2018
23:24:44 UTC
|
Sent for signature to Reni Klyuncheva
(reni.kljuncheva@gmail.com), Steven Rabiei
(stevenrabiei@gmail.com), Lance Secrest
(lance@sprayinplace.com) and Jeff Sausele
(jeff@sprayinplace.com) from wreilers@eilerslawgroup.com
IP: 98.113.32.88
|
|
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01/17/2018
23:39:40 UTC
|
Viewed by Steven Rabiei (stevenrabiei@gmail.com)
IP: 98.113.32.88
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01/17/2018
23:40:59 UTC
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Signed by Steven Rabiei (stevenrabiei@gmail.com)
IP: 98.113.32.88
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01/17/2018
23:57:06 UTC
|
Viewed by Jeff Sausele (jeff@sprayinplace.com)
IP: 70.214.67.100
|
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01/18/2018
02:08:39 UTC
|
Viewed by Lance Secrest (lance@sprayinplace.com)
IP: 96.255.36.7
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01/18/2018
02:10:25 UTC
|
Signed by Lance Secrest (lance@sprayinplace.com)
IP: 96.255.36.7
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01/18/2018
17:22:40 UTC
|
Signed by Jeff Sausele (jeff@sprayinplace.com)
IP: 69.112.81.22
|
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01/18/2018
17:22:40 UTC
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This document has not been fully executed by all signers.
|