SHARE SALE AND PURCHASE AGREEMENT

BETWEEN

___________________________________________________

(the “Seller”)

AND

___________________________________________________

(the “Purchaser”)

SHARE SALE AND PURCHASE AGREEMENT

This Share Sale and Purchase Agreement (this “Agreement”) is entered into as of this ________ day of ________________________ 2021, by and between the Seller and the Purchaser. (Seller and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”)

RECITALS

Whereas

• Purchaser has agreed to purchase from Seller, and Seller has agreed to sell to Purchaser, 10 units (shares) of LAPE LLC valued at $25,000 each (the “Unit Buy Value”);

• In addition to the consideration set forth, the Parties have agreed that each unit shall be purchased at 10% over the Unit Buy Value (the “Purchase Price”); and

• Seller and Purchaser have agreed that determination and payment of the Purchase Price is to be in accordance with the terms of this Agreement.

Now, Therefore, in consideration of the premises and mutual covenants contained herein and in the SAPA, the Parties agree as follows:

1. RELEASES

As further consideration for the transaction  contemplated in this Agreement, each of the parties hereby releases,  relieves, waives and forever  discharges the other party and its subsidiaries,  parent, and affiliated companies and their respective shareholders, officers, directors,  employees, agents, successors and assigns from any and all claims, demands, actions, damages,  liabilities, and causes of action, whether known or unknown, which such party may have had, may presently have,  or in the  future may have or choose to have that  directly  or indirectly  relate to or arise  out of this Agreement  or relate to or arise out of  Seller’s  investment  or  ownership  in the Shares.

• REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as follows:

• Seller has full power, capacity and right to execute and deliver this Agreement and to perform his obligations hereunder.
  • This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller enforceable against Seller in accordance with its terms, except as such enforceability   may be limited by   bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to creditors rights or general principles of equity.
  • Seller is the record and beneficial owner of the Shares free and clear of any Liens.  At the Closing, Seller will transfer and deliver to Buyer good and valid title to the Shares free and clear of any Lien.
  • No approval, authorization, consent or filing is required by the Seller in connection with the execution, delivery and performance of this Agreement by Seller, except as may be required under the Securities Exchange Act of 1934.
  • The execution, delivery and performance of this Agreement by Seller does not   contravene or conflict with any material agreement, contract or other instrument, or any law, rule, regulation, order or decree, binding upon or applicable to the Seller.

• REPRESENTATIONS AND WARRANTIES OF THE BUYER

Buyer hereby represents and warrants to Seller as follows:

• Buyer has full power, capacity, authority and right to execute and deliver this Agreement and to perform its obligations hereunder.
  •  This Agreement has been duly authorized by all necessary action and constitutes the valid and binding   agreement of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to creditors rights or by general principles of equity.
  • No approval, authorization, consent or filing is required in connection with the execution, delivery and performance of this Agreement by Buyer, except as may be required under the Securities Exchange Act of 1934, as amended.
  • The execution, delivery and performance of this Agreement by Buyer does not contravene or conflict with the articles of incorporation or bylaws of Buyer or with any material agreement, contract or other instrument, or any law, rule, regulation, order or decree, binding upon or applicable to Buyer.

• TERMINATION

Either Party may Terminate this agreement upon giving the other party no less than 30 days’ notice in writing.

• LIMITATION OF LIABILITY

Each party shall be responsible for their own tax obligations with regard to this Agreement. The Purchase shall not be liable for any tax obligations of the Seller accrued or deemed to have accrued prior to the execution of this Agreement.

• GENERAL PROVISIONS
  • Right of Set-off

Purchaser shall have the right, upon prior notice to Seller, to set off any unpaid obligation of Seller due and owing to Purchaser or any Affiliate of Purchaser against any obligations of Purchaser or any Affiliate of Purchaser owing to Seller hereunder in each case, to the extent (a) such obligation of Seller has been agreed in writing by Seller or (b) such obligation of Seller has been finally determined by a court of competent jurisdiction to be owed by Seller; provided, however, that in such event the obligation shall be set off against any amounts owing. The provisions of this Section 6.1 are not exclusive and shall be in addition to and shall not limit in any way the rights of setoff Purchaser may have as a matter of law or otherwise.

• Dispute Resolution

The Parties agree to attempt initially to solve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations. If the Parties are unable to settle the matter between themselves, the matter shall thereafter be resolved by a final and binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. The Party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice. During such period, the Parties shall make good faith efforts to amicably resolve the dispute without arbitration. Any arbitration hereunder shall be conducted under the rules of the American Arbitration Association. Each such arbitration shall be conducted by an arbitrator agreed upon by the Parties. Any such arbitration shall be held in Arizona. The arbitrators shall have the authority to grant specific performance. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Each Party shall bear its own costs in any such arbitration.

• Variation

Either party may request variations to the Agreement.  The Parties shall enter into discussions to agree on any required changes, revised pricing and time for performance.  Such variations will only be effective if agreed in writing by the Parties and recorded.

• FORCE MAJEURE

For the purposes of this Agreement, “Force Majeure” means an event which could not reasonably have been avoided by a diligent party in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

• Force Majeure shall not include any event which is caused by the negligence or intentional action of a Party or such Party’s subcontractors or agents or employees, or by a failure to observe good professional practice.
  • Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
  • The failure of a Party to fulfil any of its obligations hereunder shall not be considered to be a breach of, or default under, this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms of this Agreement.
  • A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfil its obligations hereunder with a minimum of delay.  The Parties shall take all reasonable measures to minimize the consequence of any event of Force Majeure.
  • A Party affected by an event of Force Majeure shall notify in writing the other Party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
  • Not later than fourteen (14) days after the Contractor, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances.
• CONFIDENTIALITY

Parties shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this Agreement or any other information of any nature whatsoever concerning the other Party, whether such information or matter is stated to be confidential or not, without the express written permission of the Company.  This covenant is given by the Contractor on its own behalf.

• NO WAIVER

Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

1. SEVERABILITY

If any provision of this Agreement is declared by any judicial or other competent to be void, voidable, illegal or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner as achieves the intention of the Parties without illegality or at the discretion of the Contractor, it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

1. NOTICES

The Parties select as their respective addresses, the addresses (including email) set out below for all purposes arising out of or in connection with this Agreement at which addresses only all processes and notices arising out of or in connection with this Agreement may validly be served upon or delivered by the Parties.

THE SELLER: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE PURCHASER: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

1. CHANGE OF ADDRESS

Either Party may provide changes in the above addressees by notice in writing given to the other Party as aforesaid.

1. COSTS

Each party shall bear its own costs incurred in the negotiation, preparation and execution of this Agreement.

1. GOVERNING LAW

The construction, validity and performance of this Agreement shall be governed in all respects by the Laws of the state of Arizona.

IN WITNESS WHEREOF, each of the Parties has executed this Consulting Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.