August 30, 2023






THIS AGREEMENT is made on the _day of _________________20, (hereinafter,
“Effective Date”) entered into by the Sellers and the Buyers. Sellers and Buyers collectively
referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors
and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the
following terms and conditions and to be bound thereby:
1) Transfer of Shares. The Seller as legal and beneficial owner shall transfer to the Buyer
and the Buyer (relying on the representations, warranties, undertakings and indemnities
contained in this Agreement) shall accept the transfer of the Transfer Shares free from all
encumbrances. The Buyer shall not be obliged to complete the transfer of any of the
Transfer Shares unless the transfer of all the Transfer Shares is completed

2) Transfer Terms
(a) The Sellers, Anthony Timson and Grant Hook will transfer all of their share allocation
(300 and 100 shares respectively) to Blu Gillie, Daniel Godfrey and Mathew Downs in
equal parts.
(b) Anthony Timson shall relinquish his shareholder and director responsibilities, and the
Buyers herein: Blu Gillie, Daniel Godfrey and Mathew Downs will assume full
responsibility for the Company.
(c) Should any value be realized in the future, directly or indirectly, from either the brand,
intellectual property or assets, it is agreed that Antony Timson will retrospectively benefit
as follows:
 10% of gross revenue after £100,000, until he has received £900,000;
 50% of any asset sale or part disposal up to £500,000; and
 20% of asset sale after £500,000
3) Completion. Completion shall take place after the signing of this Agreement or before
___________date. The Warranties shall not in any respect be extinguished or affected by

4) Completion obligations
At Completion, the Seller shall deliver to or to the order of the Buyer or at such time as
the name change is effected:
(a)a duly executed instrument of transfer in respect of the Transfer Shares completed in
favor of the Buyer (or as it may direct);
(b)all share certificates in respect of the Transfer Shares;
(c) all powers of attorney or other authorities (if any) under which the instrument of transfer

in relation to the Transfer Shares have been executed, together with such other documents as
may be required to give a good title to the Transfer Shares and to enable the Buyer or its
nominees to become the registered holder of them; and
(d) such other documents as the Buyer may reasonably request.
At Completion, the Buyer shall or at such time as the name change is effected:
(a) pay the Seller the Purchase Price; and
(b) deliver to the Seller a duly executed instrument of transfer in respect of the Transfer Shares.
5) Warranties and representations
The Seller:
(a) warrants and represents to the Buyer (for itself and as trustee for its successors in title)
that each of the Warranties is true and accurate in all respects and not misleading in any
(b) acknowledges that the Buyer has entered into this Agreement in reliance on, among other
things, the Warranties.
The Seller shall indemnify the Buyer and keep it indemnified against all claims, damages, losses,
outgoings and liabilities whatsoever which may arise out of any breach of the Warranties,
together with all costs, charges, interest, penalties and expenses relating thereto.
The Seller warrants and represents to the Buyer that:
 It is the sole legal and beneficial owner of the Transfer Shares.
 It is entitled to transfer the full legal and beneficial ownership in the Transfer Shares to
the Buyer on the terms set out in this Agreement.
 There is no Encumbrance on, over or affecting the Transfer Shares and no person has
any claim to be entitled to any right over or affecting the Transfer Shares.
 It has the right, power and authority and has taken all action necessary to execute and
deliver and to exercise its rights and perform its obligations under this Agreement and
each document to be executed at or before Completion.
 No consent, authorization, license or approval of or notice to any governmental,
administrative, judicial or regulatory body, authority or organization or any other person
is required to authorize the execution, delivery, validity, enforceability or admissibility in
evidence of this Agreement or the performance by it of its obligations under this
Agreement. Nor will it be required as a consequence of this Agreement.
6) General Provisions
This Agreement may be amended only by the written consent of the Parties hereto. If any
provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of
any other provision. This Agreement constitutes the entire agreement between the Parties. It
supersedes all prior oral or written agreements or understandings between the Parties concerning
the subject matter of this Agreement. The parties will exercise utmost good faith in this
Agreement. A waiver by one Party of any right or benefit provided in this Agreement does not
infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any
other right or benefit provided in this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be an original and all of which constitute the same
instrument. The Article and Section headings in this Agreement are for convenience, and they
form in no part of this Agreement and shall not affect its interpretation. Whenever used herein,
the singular number shall include the plural, and the plural number shall include the singular.

Any references herein to the masculine gender or the masculine form of any noun, adjective, or
possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement
shall be in writing and shall be deemed duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked, or
(iii) sent by email.
at the following addresses or such changed address as the Party shall have specified by written
notice, provided that any notice of change of address shall be effective only upon actual receipt.
Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by
the recipient, and the effective date of such notice shall be the date of receipt, provided such
receipt has been confirmed by the recipient.
Anthony Timson _______________________________________
Grant Hook ___________________________________________
Blu Gillie _____________________________________________
Daniel Godfrey ________________________________________
Mathew Downs ________________________________________
This Agreement shall be governed in all respects by the laws of the state of __ and
its Courts without regard to its conflict of law provisions.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.
Anthony Timson: Signature ___________ Date: __

Grant Hook: Signature ___________ Date: __

Blu Gillie: Signature ___________ Date: __

Daniel Godfrey: Signature ___________ Date: __

Mathew Downs: Signature ___________ Date: __

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