SHARE SALE AND PURCHASE AGREEMENT

SHARE SALE AND PURCHASE AGREEMENT

THIS OFFER FOR THE PURCHASE OF SHARES is made on ______________(enter the date) BETWEEN Mind Fuel Management LLC ( hereinafter referred to as the “Seller”) having address at Puerto Rico (enter Seller Address) AND Associacao Sombra Zero hereinafter referred to as the “Buyer), having his address at Cape Verde (enter Buyer Address). The Seller and Buyer and Company are collectively referred to as the “Parties”.

  1. DEFINITIONS

“Agreement” means this Share Sale and Purchase Agreement.

“Authorization” means any consent, registration, filling agreement, certificate license, approval, permit, authority or exemption from, by or with, any authority and all corporate, creditors and shareholders approvals or consent.

“Business” means the business of the Company as specified in the Company’s articles

“Business Day” means a day other than Saturday, Sunday or public holiday on which banks are open for general business

“Completion” means the process of completing the sale and purchase of the Shares in accordance with the terms and conditions of this Agreement.

“Completion Date” means the date by which all the requirement for completion have been fulfilled.

“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge lien option, right of retention of title or any other form of security interest or any obligation (including any conditional obligation) to create any of the same.

“Purchase Price” means the total sum to be paid by the Buyer in exchange for the Shares

“Full Title Guarantee” means the Company’s right to allot Shares with good title and free form any Encumbrance.

“Material Adverse Change” means any change that may adversely affect:

  1. The ability of the Seller to perform its obligations under this Agreement

  And

  1. The Validity and enforceability of the Agreement.

“Shares” means ordinary shares at __________________ each shall be sold and transferred to the Buyer pursuant to the terms of this Agreement.

“Transaction” means the purchase of the shares by the Buyer.

  • SALE AND PURCHASE OF SHARES
  • Subject to the terms of this Agreement, the Seller hereby agrees to sell 60% of Mind Fuel Management LLC
  • The Seller Undertakes that the Buyer purchases the Shares free from all Encumbrances and with all rights, titles and beneficial interest attaching or accruing on the Shares, including any dividend contributions shall unconditionally become the property of the Buyer from the Completion Date.
  • THE PURCHASE PRICE

The Purchase Price for the sale of the Shares shall be ______________. Upon receiving payment, possession of 60% of Mind Fuel Management LLC will be transferred to the Buyer and an owner’s agreement will be construed.

  • FUTURE BUY- IN STRUCTURE

In the future, additional shares are to be purchased, the value of the company will be an average valuation from the year the owner’s agreement was signed, to the year the additional shares are to be purchased.

  • CONDITION PRECEDENT

The completion of this Agreement and the purchase of the Shares by the Buyer are conditional upon the fulfillment of the following:

  1. This Agreement and any other agreement entered into by the Parties in connection with the share sale and purchase have been duly executed by all the Parties;
  2. The Warranties and Representations are true and correct
  3. COMPLETION
  4. The Agreement will be closed on _________________
  5. The Closing will be held at the following place:_______________
  6. The sale and purchase shall be completed when:
  7. The condition precedents to the transfer of the ownership have been satisfied in full or waived by mutual agreement,
  8. The Buyer has paid the Purchase Price in full;
  9. A new share certificate has been delivered to the Buyer.
  10. POST-COMPLETION OBLIGATIONS

The Parties have the following obligations upon completion:

  1. Registration of the Buyer as a shareholder of record in the books of the Company shall be effected.
  2. The Company shall make all such necessary filings at the Corporate Affairs Commission to give effect to the changes in the shareholding structure of the Company, including the filing of the Form CAC 2A(Return of Allotment) in respect of the share transfer to the Buyer, as well as any other filings required to give full effect to this Transaction
  3. The Seller and the Company shall deliver to the Buyer, all documents of title, records, correspondence, documents, files and other papers relating to the Transaction.
  4. OWNERSHIP AND TITLE TO THE SHARES
  5. The Seller’s ownership and title to the Shares and risk thereon shall devolve to the Buyer on the date of payment. Provided that the Buyer shall not be responsible for any liability previous incurred by the Seller prior to the Completion Date.
  6. The Buyer shall not own or exercise any ownership rights or benefits over any part of the Shares for which the Seller has not received payment.
  7. REPRESENTATIONS AND WARRANTIES OF SELLER
  8. The Seller hereby covenant and represent to the Buyer as follows:
  9. That both the Seller and the Company has the legal right and capacity to enter into this Agreement and perform its obligations here under and is not in violation of any laws of the United States or any regulation or order to which it may be subject to and that upon the execution of this Agreement by the Buyer, the Agreement shall be valid, binding and enforceable upon all the Parties to the Agreement;
  10. That there are no pending legal proceedings against the Seller or any other legal impediments which could adversely affect the validity and enforceability of the Share Sale to the Buyer. The Seller is not subject to any order, writ, injunction or any other order of any court, government or regulatory authority which could adversely affect the validity of this Transaction;
  11. That all necessary authorization to complete this Transaction has been obtained;
  12. That there are no Material Adverse changes which would have an adverse effect on the Seller’s capacity to sell the Shares and the Company’s capacity to register the shares in the name of the Buyer;
  13. That after completion, the Company shall register the Buyer’s name as beneficial and legal owner of the Shares in the register of shareholders of the Company
  14. The Seller also covenants not to do as follows between the date of this Agreement and the Closing Date:
  15. Sell, lease, pledge, mortgage or otherwise dispose of the Shares
  16. Enter into any contract, agreement, commitment or option which involves the sale of the Shares with any other Party other than the Buyer.
  17. REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller as follows:

  1. That the Buyer has full power and authority to enter, perform and carry out its obligations under this Agreement;
  2. That the Buyer has taken all the necessary corporate actions required by its organizational documents to permit to enter and perform its obligations under this Agreement and other Transaction Documents;
  3. That the Buyer is not bankrupt
  4. That the Buyer has the financial capability to pay the Purchase Price and shall make all payments on time;
  5. That the execution, delivery and performance of this Agreement is not impaired by any other valid agreement to which it is a party.
  6. COSTS AND EXPENSES

Each Party shall pay their own costs in relation to preparation, negotiation and execution of this Agreement and each Party shall be responsible for the costs and expenses of their attorneys and advisers.

  1. INDEMNITY

Each Party hereby undertakes to indemnify and hold each other harmless against any costs, losses, claims, damages, expenses, liabilities (joint or several) or actions in respect thereof, which the other Party may incur in the event that any Representation or Warranties by the Party contained in this Agreement which turns out inaccurate or if any Party is in breach of the covenants contained in this Agreement.

  1. NOTICES
  2. All notices or communication given or made under this Agreement shall be made in writing
  3. Any of such notice or communication shall be deemed to have been given if:
  4. Sent by personal delivery, upon delivery at the address of the relevant Party
  5. Sent by courier service, upon receipt of confirmation of delivery;
  6. The addresses for service of notice are as follows:

In Case of the Seller to:

Address: _____________

Email: ________________

In Case of the Buyer to:

Address________________

Email; _____________________

In Case of the Company to__________________

Address: ____________________

Email: ___________________________

  1. GOVERNING LAW

This Agreement shall be interpreted and construed in accordance with the laws of ___________

  1.  DISPUTES

Any and all disputes arising that relate to the subject matter of this Agreement shall be solved per the American Arbitration Association and Commercial Rules of Arbitration by written submission only.

IN WITNESS WHEREOF of the Parties have executed this Agreement at the day and year written above

SIGNED by Seller in the Presence of;

____________________________ ________________________

(Seller’s Signature) (Director’s Signature)

SIGNED by Buyer in the Presence of:

____________________________ _________________________

(Buyer’s Signature) (Director’s Signature)

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