AGREEMENT FOR THE DISTRIBUTION OF SHARES

AGREEMENT FOR THE DISTRIBUTION OF SHARES

THIS AGREEMENT FOR THE DISTRIBUTION OF SHARES (the “Agreement”) is made and entered into on this 7th day of May Two Thousand and twenty (2020). 

BETWEEN;

REFILL PROS. INC. of address 2035 Sunset Lake RD, suite B2 Newark Delaware 19701, a company incorporated under the laws of the State of Delaware of the one part (hereinafter referred to as “the company”) ;

AND

CHRIS ROBBINS, a male adult of sound mind and a business marketer who is desirous of acquiring shares in the company of the other part, (hereinafter referred to as “the intended shareholder”); 

WHEREAS;

    1. The company is desirous of issuing shares to the intended shareholder subject to conditions set out hereunder. 
    2. The intended shareholder is agreeable to the conditions set out herein and will meet them before shares are distributed to him. 
    3. Both parties agree to be bound by the terms and conditions set out in this agreement. 
  • DEFINITIONS AND INTERPRETATION
  1. In this Agreement, except to the extent expressly provided otherwise:

“Agreement” means this agreement, and any amendments to this agreement from time to time;

“Company” means Refill Pros. Inc;

“Effective Date” means the date of execution of this Agreement;

“Intended shareholder” means Chris Robbins;

“Parties” means both the Company and the intended shareholder; 

“Proprietary or Confidential Information” includes, without limitation, written or oral contracts, trade secrets, knowhow, business methods, business policies, memoranda, reports, records, or financial information; and 

“U.S” shall mean all the 50 states of the United States of America.

  1. Any annexures to this Agreement shall form an integral part of and be construed in accordance with this Agreement.
  2. Reference to any Party hereto shall, where the context admits, be deemed to include, as appropriate, its permitted successors, personal representatives or assigns.
  3. The headings in this Agreement are included for convenience only and shall not affect the interpretation or construction of this Agreement.
  4. Words denoting the singular shall include the plural and vice versa.

 

  • GRANT OF SHARES
    1. The Company hereby undertakes to issue 125 shares to the intended shareholder subject to fulfilling conditions set out hereunder. 
    2. The intended shareholder shall be awarded the first 5 shares on fulfilling the condition of enabling the company earn $150 per month for  two (2) consecutive months which will translate to 5 payments from clients per month. 
    3. The intended shareholder shall be awarded 10 more shares upon enabling the company earn $300 per month for two (2) consecutive months which will translate to 10 payments per month from clients. Upon fulfilling this condition, the intended shareholder will have 15 shares cumulatively.
    4. The intended shareholder shall be awarded 30 more shares upon enabling the company earn $900per month for two (2) consecutive months which will translate to 30 payments per month. Upon fulfilling this condition, the intended shareholder will have 45 shares cumulatively. 
    5.  The intended shareholder will be awarded 80 more shares in the company upon enabling the company earn $1500 for six (6) consecutive months which will translate to 50 payments per month. Upon fulfilling this condition, the intended shareholder will have 125 shares cumulatively. The company will have awarded the maximum shares it has undertaken to issue to the intended shareholder.  

 

  • FURTHER CONDITIONS 
    1. Over and above the conditions set out in “2” the intended shareholder shall further fulfill these conditions; 
    2. The intended shareholder shall attend the company’s weekly meetings to give a report of the efforts that he has made during week regarding marketing and the progress thereof.  
    3. The intended shareholder shall create a quarter plan on how he intends to meet the milestones leading to the award of his shares and the timelines thereon, clearly associating each milestone with a timeline. 
    4. The intended shareholder will clearly articulate the marketing platforms he will use to propel the companies interests and the expected outcome.
    5. For the intended shareholder to realize the shares from the company, he shall keep the marketing budget under 50% of the profit margin.  

 

  1. CONSIDERATION

In consideration of the Company issuing shares to the intended shareholder, the shareholder shall abide by the conditions set out above aimed at growing the company’s portfolio. 

 

  • INDEMNIFICATION

The intended shareholder hereby agrees to indemnify and hold harmless the Company from and against any liability of any nature not connected to the company or carried out without the company’s authority.

  •  CONFIDENTIALITY 
    1. The Parties shall maintain the confidentiality of all the confidential affairs and/or information of each other and shall not disclose such information to a third party without the express consent of that party. 
    2. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. 

 

  • RELATIONSHIP OF THE PARTIES 
    1. The Parties herein are independent from each other. Nothing contained in this Agreement will be construed to create the relationship of principal and agent or employer and employee with the Company. 
    2. Each party shall be responsible for all taxes arising as a result of or in connection with this Agreement or the transactions contemplated by this Agreement.

 

  • NON-COMPETITION
  • The intended shareholder shall not, either directly or indirectly, compete with the company in regard to the company business. 
    1.  For the avoidance of doubt, the intended Shareholder, Chris Robbins shall not work for or create another sugar dating company in Northern America, United Kingdom or Australia for the active duration of this contract and one year thereafter.

 

  • TERMINATION
    1. This Agreement shall become effective on the Effective Date and shall continue in effect indefinitely unless terminated by either party, upon the provision of 30 days’ notice to the other party.

 

  • SEVERABILITY OF PROVISIONS
  • If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.
  • If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 


  • WAIVER
      1. Failure by either party to enforce any provision of this Agreement will not constitute a waiver or affect its right to require the future performances thereof, nor will its waiver of any breach of any provision of this Agreement constitute a waiver of any subsequent breach or nullify the effectiveness of any provision.  
      2. No waiver will be binding unless made in writing and signed by the party making the waiver and specifically stating that it waives a provision of this Agreement.  
  • GOVERNING LAW AND DISPUTE RESOLUTION 
    1. This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware.
    2. Any dispute arising out of or in connection with this Agreement shall be settled amicably by the parties in good faith by whatever means the parties deem appropriate. 

 

  • NON-ASSIGNMENT 

Neither this Agreement nor any rights or obligations hereunder shall be assigned by either party hereto (other than by operation by law) without the prior written consent of the other party.

  • ENTIRE AGREEMENT 
    1. This Agreement constitutes the entire understanding and agreement between the Parties, and supersedes all prior negotiations, understandings or agreements between the Parties concerning the subject matter contained herein. 
    2. This Agreement may not be modified except in a writing signed by the Parties and expressly referencing this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate, each of which shall be considered an original, by their respective signatory officials thereunto duly authorized as of the day and year first above written.

Signed by or on behalf of:

COMPANY INTENDED SHAREHOLDER
Signatory’s Full Name: PHILLIP BROWN CHRIS ROBBINS
Position in Company: DIRECTOR
Signature:

 

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