THIS STOCK PURCHASE AGREEMENT (the “Agreement”) made and entered into this day February
18 th , 2022
BETWEEN:
Timothy Island of PO Box 912, Torrance, CA 90508
(the “Seller”)
OF THE FIRST PART
and
Anthony Joseph Knight of 68 Bradhurst Ave Apt 6P, New York, NY 10039
(the “Purchaser”)
OF THE SECOND PART
BACKGROUND:
A. The Seller is the owner of record of 1,750 Class C shares of stock (the “Stock”) of GreenSTOP
INC (the “Organization/Corporation”).
B. The Seller desires to sell the Stock to the Purchaser and the Purchaser desires to purchase the Stock
from the Seller.
IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other
valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to
this Agreement agree as follows:
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Purchase and Sale
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this
Agreement are in USD (US Dollars). - The Seller agrees to sell, and the Purchaser agrees to purchase all the rights, title, interest, and
property of the Seller in the Stock for an aggregate purchase price of $1,500.00 (the “Purchase
Price”). - A fixed sum of $1,500.00 will be payable on closing of this Agreement.
- All payments will be in the form of certified check, wire transfer, or bank draft of immediately
available funds. In the case of a direct wire transfer the Seller will give notice to the Purchaser of
the bank account particulars at least 5 business days prior to the Closing Date. - For the purpose of executing the sale of the shares (the “Sale”) each Party, to the extent of its
respective competence, undertakes to carry out in good faith any act and / or fulfillment, even if
not expressly agreed, appropriate and / or necessary for the Sale to have full, regular and valid
execution, in accordance with all applicable legal provision.; - The Company has always complied with all applicable tax laws applicable to the Company,
including, but not limited to, the Laws on direct taxes, indirect taxes, duties and applicable fees
on import and export of goods. - The Purchaser shall pay the direct taxes relating to the Transaction, and each Party shall bear the
fees and expenses relating to its consultants.
Representations and Warranties of the Seller - The Seller warrants and represents to the Purchaser as follows:
a. The Seller is the owner in clear title of the Stock and the Stock is free of any lien,
encumbrance, security interests, charges, mortgages, pledges, or adverse claim or other
restriction that would prevent the transfer of clear title to the Purchaser.
b. The Seller is not bound by any agreement that would prevent any transactions connected
with this Agreement.
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c. There is no legal action or suit pending against any party, to the knowledge of the Seller,
that would materially affect this Agreement.
d. The Company is a company duly incorporated and validly existing under the laws of [ENTER
STATE]; it is in full possession of its rights, subject to the laws and regulations applicable to it and is
endowed with all the powers and authorizations required by the applicable legislation for the
performance of its activities, as conducted currently.
e. The Company is not subject to bankruptcy or other insolvency proceedings, is not in liquidation or is
in a state of insolvency, nor to date, to the best of the knowledge of the Seller, there are elements
such as to entail that the Company may pay in the future in a state of insolvency, or be subject to
insolvency proceedings or dissolution by operation of law.
f. The Company’s files and records are, and always have been, kept in accordance with the law and
accounting principles and the data resulting from them are, and have always been, true and complete
and reflect in a truthful, complete and correct manner the management facts of the period to which
they refer.
g. Neither the Company nor the Seller have made any amendment to their Memorandum or Articles or
Notice of Articles, other than those registered at the office of the Registrar of Companies of the State
of [ENTER STATE].
h. The Company has always complied with all applicable tax laws applicable to the Company,
including, but not limited to, the Laws on direct taxes, indirect taxes, duties and fees.
i. The Company has paid all applicable taxes by the relevant reference date and has validly paid any
amount contained in the periodic and annual tax returns. The Company has made all the withholding
taxes provided for by the tax authorities and paid the relative amounts within the terms set by the tax
authorities.
j. Any transaction carried out or other management event that occurred after January 1, 2022 has been
regularly and correctly accounted for and its accounting faithfully reflects the nature of the
operations or management events to which it relates and constitutes a correct and complete basis for
preparation, after today’s date, of tax returns concerning the accounting period not yet expired as of
today.
k. The Seller shall hold the Purchaser harmless and indemnified from 100% (one hundred percent)
of any liabilities, damages or losses suffered by the Purchaser and/or the Company, which the
Purchaser and/or the Company would not have suffered if the Representations and Warranties
had been true and correct. This indemnification commitment may not in any case exceed the
total amount of the amount paid by the Purchaser as the price for the Sale.
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Representations and Warranties of the Purchaser
- The Purchaser warrants and represents to the Seller as follows:
a. The Purchaser would not be recognized as an issuer, insider, affiliate, or associate of the
Corporation as defined or recognized under applicable securities laws and regulations.
b. The Purchaser is not bound by any agreement that would prevent any transactions
connected with this Agreement.
c. There is no legal action or suit pending against any party, to the knowledge of the
Purchaser, that would materially affect this Agreement.
d. The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D
under the Securities Act. The Investor has been advised that this instrument and the
underlying securities have not been registered under the Securities Act, or any state
securities laws and, therefore, cannot be resold unless they are registered under the
Securities Act and applicable state securities laws or unless an exemption from such
registration requirements is available. The Investor is purchasing this instrument and the
securities to be acquired by the Investor hereunder for its own account for investment, not
as a nominee or agent, and not with a view to, or for resale in connection with, the
distribution thereof, and the Investor has no present intention of selling, granting any
participation in, or otherwise distributing the same. The Investor has such knowledge and
experience in financial and business matters that the Investor is capable of evaluating the
merits and risks of such investment, is able to incur a complete loss of such investment
without impairing the Investor’s financial condition and is able to bear the economic risk of
such investment for an indefinite period of time.
Closing - The closing of the purchase and sale of the Stock (the “Closing”) will take place on February
18, 2022 (the “Closing Date”) at the offices of the Seller or at such other time and place as the
Seller and the Purchaser mutually agree. At Closing and upon the Purchaser paying the Purchase
Price in full to the Seller, the Seller will deliver to the Purchaser duly executed transfers of the
Stock within 12 months. The Seller shall deliver to the Purchaser every document including a duly
issued share certificate and a certified copy of a resolution of the directors of the Company authorizing
the transfer of the Share.
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- The representations, warranties, covenants and agreements of the Seller contained herein and those
contained in the documents and instruments delivered pursuant to this Agreement will be true at and as of
the Closing as though made at the Closing and shall survive the Closing, and notwithstanding the
completion of the transactions herein contemplated, the waiver of any condition contained herein (unless
the waiver expressly releases the Seller from liability for the representation, warranty, covenant or
agreement), or any investigation by the Purchaser, the representations, warranties, covenants and
agreements shall remain in full force and effect.
Expenses - All parties agree to pay all their own costs and expenses in connection with this Agreement.
Finder’s Fees - No party to this Agreement will pay any type of finder’s fee to any other party to this
Agreement or to any other individual in connection to this Agreement. - All parties to this Agreement warrant and represent that no investment banker or broker or other
intermediary has facilitated the transaction contemplated by this Agreement and is entitled to a fee
or commission in connection with said transaction. All parties to this Agreement indemnify and hold
harmless all other parties to this Agreement in connection with any claims for brokerage fees or other
commissions that may be made by any party pertaining to this Agreement.
Dividends - Any dividends earned by the Stock and payable before the Closing of this Agreement will belong
to the Seller, and any dividends earned by the Stock and payable after the Closing of this
Agreement will belong to the Purchaser. - Any rights to vote attached to the Stock will belong to the Seller before the Closing and will
belong to the Purchaser after the Closing.
Governing Law - The Purchaser and the Seller submit to the jurisdiction of the courts of the State of Delaware for
the enforcement of this Agreement or any arbitration award or decision arising from this
Agreement. This Agreement will be enforced or construed according to the laws of the State of
Delaware.
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Miscellaneous
- Time is of the essence in this Agreement.
- This Agreement may be executed in counterparts. Facsimile signatures are binding and are
considered to be original signatures. - All warranties and representations of the Seller and the Purchaser connected with this Agreement
will survive the Closing. - This Agreement will not be assigned either in whole or in part by any party to this Agreement
without the written consent of the other party. - Headings are inserted for the convenience of the parties only and are not to be considered when
interpreting this Agreement. Words in the singular mean and include the plural and vice versa.
Words in the masculine gender include the feminine gender and vice versa. Words in the neuter
gender include the masculine gender and the feminine gender and vice versa. - If any term, covenant, condition or provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be
reduced in scope by the court only to the extent deemed necessary by that court to render the
provision reasonable and enforceable and the remainder of the provisions of this Agreement will in
no way be affected, impaired or invalidated as a result. - This Agreement contains the entire agreement between the parties. All negotiations and
understandings have been included in this Agreement. Statements or representations which may
have been made by any party to this Agreement in the negotiation stages of this Agreement may in
some way be inconsistent with this final written Agreement. All such statements are declared to be
of no value in this Agreement. Only the written terms of this Agreement will bind the parties. - This Agreement and the terms and conditions contained in this Agreement apply to and are binding
upon the Seller and the Purchaser and their respective successors, assigns, executors,
administrators, beneficiaries, and representatives. - Any notices or delivery required here will be deemed completed when hand-delivered, delivered
by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the
addresses contained in this Agreement or as the parties may later designate in writing.
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- All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not
be exclusive of any other such rights, remedies and benefits allowed by law.
IN WITNESS WHEREOF the Seller and Purchaser have duly affixed their signatures under hand and seal
on this 18 th day of February 2022.
Timothy Island (Seller)
Per: Timothy Island (Feb 24, 2022 11:46 PST) (SEAL)
Anthony Knight (Feb 19, 2022 01:44 EST)
Anthony Joseph Knight (Purchaser)
Created:
By:
Status:
2022-02-19
James Edwards (james@greenstop.us)
Signed
Transaction ID: CBJCHBCAABAAuH1XLcbnmNxhmYt_aMMkLsNK5zG6HhQo
GreenSTOP Stock Purchase Agreement
Anthony Joseph Knight
Final Audit Report 2022-02-24
“GreenSTOP Stock Purchase Agreement Anthony Joseph Knig
ht” History
Document created by James Edwards (james@greenstop.us)
2022-02-19 – 3:13:10 AM GMT
Document emailed to Anthony Knight (ajosephknight@gmail.com) for signature
2022-02-19 – 3:14:10 AM GMT
Email viewed by Anthony Knight (ajosephknight@gmail.com)
2022-02-19 – 6:36:32 AM GMT
Document e-signed by Anthony Knight (ajosephknight@gmail.com)
Signature Date: 2022-02-19 – 6:44:10 AM GMT – Time Source: server
Document emailed to Timothy Island (timothy@greenstop.us) for signature
2022-02-19 – 6:44:12 AM GMT
Email viewed by Timothy Island (timothy@greenstop.us)
2022-02-19 – 11:20:13 AM GMT
Document e-signed by Timothy Island (timothy@greenstop.us)
Signature Date: 2022-02-24 – 7:46:57 PM GMT – Time Source: server
Agreement completed.
2022-02-24 – 7:46:57 PM GMT
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