STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this _____ day of __________, 20____, by and between, Carrigan Sons/ and G & T Express,(“Seller”) and Stillbasi Holdings Inc, (“Purchaser”) (collectively referred to as “Parties” or individually as “Party”) and includes that Party’s successors and assigns.

WITNESSETH:

Whereas, the Seller is a Stockholder in ___________________________________[Insert Company Name], who is the record owner and holder of the issued and outstanding shares of the capital stock of __________________________________________[Insert Company Name] (hereinafter referred to as the “Corporation”), a _________________________________[Insert Company Type] corporation, which has authority to sell ________________________[Insert Amount] shares of capital stock at $ _____________________[Insert Amount] par value common stock, and

WHEREAS, the Purchaser desires to purchase said Stock and the Seller desires to sell said Stock, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and to consummate the purchase and the sale of the Corporation’s Stock aforementioned, it is hereby agreed as follows:

1. PURCHASE AND SALE

Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such Stock, and the Purchaser shall purchase from the Seller the Corporation’s Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation’s Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller.

The closing of the transactions contemplated by this Agreement (the “Closing”), shall be held at ______________________________________ [Insert Location Name] located at ________________________

[Insert Location Address] on ___________________ [Insert Date], at _______________ [Insert Time], or such other place, date and time as the parties hereto may otherwise agree.

• AMOUNT AND PAYMENT OF PURCHASE PRICE

(a) Consideration

As total consideration for the purchase and sale of the Corporation’s Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of $ 2,650,000, such total consideration to be referred to in this Agreement as the “Purchase Price”.

(b) Payment

The Purchase Price shall be paid as follows:

1. The sum of $ 1,200,000 to be delivered to Seller at Closing
2. The sum of $ 1,450,000 to be delivered to Seller by the third quarter of 2022
3. The sum of $ 725,000 to be delivered to Seller by the third quarter of 2023

• REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby warrants and represents:

• Organization and Standing

The Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of _____________________and has the corporate power and authority to carry on its business as it is now being conducted.

  (b) Restrictions on Stock

    i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation’s Stock in any third person or relating to the voting of the Corporation’s Stock.

    ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities, and other charges.

    iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls, or rights to subscribe of any character relating to the Stock, nor are there any securities convertible into such Stock.

• REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transactions contemplated hereby.

• INDEMNIFICATION

The Parties agree to indemnify and hold harmless the other from any claim, damage, liability, loss, expense, arising out of their failures to perform the obligations in this agreement.

• PROHIBITION ON TRANSFER

No Party shall transfer or assign this Agreement without the other Party’s consent.

• DISPUTE RESOLUTION

Mediation shall resolve any dispute under this Agreement without limiting the Court’s jurisdiction. Parties shall act in good faith to resolve the dispute.

• TERMINATION
• Either Party may terminate this Agreement at any time upon breach of the contract by the other Party or if the other Party agrees to the termination in writing. Breach of the contract will include but is not limited to presenting false financials prior to the signing or during the contract process.
• Otherwise than for breach or consent, a Party may terminate this Agreement upon giving the other Party no less than thirty (30) days’ notices in writing. The other Party reserves the right to charge costs that have already been incurred if this provision is breached.
• The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

• CONFIDENTIALITY

No Party shall disclose, directly or indirectly to any other person, any information concerning this Agreement, whether such information is stated to be confidential or not, without the other Party’s written permission.

1. GENERAL PROVISIONS
2. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
3. 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. If any ambiguity is found in the Agreement or various documents forming this Agreement, the Parties shall issue any necessary clarification or instruction. The Parties will exercise utmost good faith in this Agreement.
4. Parties may alter this Agreement subject to a written document signed by all Parties.
5. Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them.
6. This Agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.
7. All documents annexed to this Agreement shall be subject to the terms under this Agreement, provided that the Parties append their signatures on the documents.
8. The article and section headings in this Agreement are for convenience; they form in no part of this Agreement and shall not affect its interpretation.
9. Any reference to the singular includes the plural and vice versa, and the male gender includes the female gender and vice versa.
10. Parties shall be served through the following addresses; either Party may change their addressees by reasonable written notice given to the other Party.

SELLER: ____________________________________________________________

PURCHASER: South Carolina 4000 Faber Place Drive Charleston, SC 29406

• This Agreement shall be construed and enforced in accordance with the laws of the State of South Carolina.  In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing Party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

IN WITNESS WHEREOF, the Parties have executed this Agreement, as set below.