Authorized Shares
300,000,000
04/09/2019
Outstanding Shares
116,410,890
04/09/2019
Restricted
67,323,890
04/09/2019
Unrestricted
49,087,000
04/09/2019
Held at DTC
34,422,550
04/09/2019 Authorized Shares still same for months
300,000,000
03/26/2019
Outstanding Shares
116,410,890
03/26/2019
Restricted
67,323,890
03/26/2019
Unrestricted
49,087,000
03/26/2019
Held at DTC
34,422,550
03/26/2019 1.1 PURCHASE. Subject to the terms and conditions herein set forth, SOLI hereby agrees to acquire, and Seller hereby agrees to transfer the ASSETS to SOLI free and clear of any claims, debts or liabilities of Seller upon the Closing of this agreement (as defined in Section 4.1 hereof).
1.2 CONSIDERATION. The total consideration for the ASSETS shall be $2,000,000, made up of (i) that number of shares of unregistered and restricted common stock of Buyer with a value at Issuance of $1,000,000 (“SOLI Shares”) plus (ii) cash consideration of $1,000,000 (USD), as hereafter provided.
1.3 SCHEDULE OF CONSIDERATION.
A) STOCK. The total stock consideration shall be issued by SOLI to Seller or its designees on the date which is six (6) months after Closing. The SOLI Shares shall be valued based on the five (5) day trailing average closing bid price of SOLI common shares on the trading market on which said shares are trading at the time of issuance.
B) CASH. The total cash consideration shall be payable in the amount of $1,000,000 in good funds at Closing.
2. REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer represents and warrants as follows:
a) CORPORATE ORGANIZATION AND GOOD STANDING. Buyer is a corporation that is duly organized, validly existing and in good standing under the laws of the State of Florida.
b) CORPORATE AUTHORITY. Buyer has all requisite corporate power and authority to execute, deliver, perform and conclude the transactions contemplated by this Agreement and all other agreements and instruments related to this Agreement. All corporate action on the part of Buyer and its directors, officers and stockholders necessary for the authorization, execution and delivery of the Agreement by Buyer, the authorization, sale, issuance and delivery of the SOLI Shares and the performance of all of Buyer’s obligations under this Agreement have been taken or shall be taken prior to Closing. The Agreement, when executed and delivered by Buyer, shall constitute valid and binding obligations of Buyer, enforceable in accordance with its terms.
c) NO VIOLATION. Consummation of the acquisition contemplated herein will not constitute or result in a breach or default under any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation by which Buyer is bound.
d) AUTHORIZED SHARES. The SOLI Shares, when issued will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all encumbrances. The SOLI Shares shall be issued as restricted, unregistered shares; however, there will be no restrictions on transferability or otherwise on the SOLI Shares other than under the Securities Act of 1933, as amended.
e) APPLICABLE LAW COMPLIANCE. The SOLI Shares will be issued in compliance with all applicable laws. None of the SOLI Shares will be issued in violation of any agreement, arrangement, or commitment to which Buyer is a party or is subject to or in violation of any preemptive or similar rights of any person and shall be issued in a private transaction as unregistered, restricted shares with applicable transfer restriction legend.
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f) OPERATION. The business of Buyer and all of its affiliates and subsidiaries has been operated in compliance with all applicable laws and regulatory requirements in all applicable jurisdictions; there have been no breaches, violations or defaults in any material agreement to which Buyer is a party. Buyer has no knowledge of any claims pending against Buyer, its affiliates or subsidiaries; Buyer shall have operated the business of Buyer, its affiliates and subsidiaries in the ordinary course of business consistent with past practices up to and including the date of Closing.
g) TAX RETURNS AND PAYMENTS. There are no material federal, state, county, local or foreign taxes due and payable by the Buyer, its affiliates or subsidiaries that have not been timely paid. There are no material accrued and unpaid federal, state, county, local or foreign taxes of the Buyer, its affiliates or subsidiaries that are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Buyer has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it (to the extent the failure to file the same would have a Material Adverse Effect), and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.
h) GOVERNMENTAL CONSENT. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of Buyer is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the SOLI Shares or the consummation of any other transaction contemplated by this Agreement, except for (i) the filing of such notices as may be required under the Securities Act of 1933, as amended (the “ Securities Act ”) and (ii) such filings as may be required under applicable state securities laws.
i) SOLVENCY. Immediately after giving effect to the transactions contemplated by this Agreement, the Buyer and its affiliates and subsidiaries shall be solvent and shall have adequate capital to carry on their businesses as currently conducted and as proposed to be conducted by Buyer, its affiliates and subsidiaries after the Closing. No transfer of property is being made by or on behalf of Buyer, its affiliates or subsidiaries and no obligation is being incurred by or on behalf of Buyer, its affiliates or subsidiaries in connection with the transactions contemplated hereunder with the intent to hinder, delay or defraud either present or future creditors of the Buyer, its affiliates or subsidiaries.
j) FINANCIAL STATEMENTS. The Financial Statements (as defined in Section 3.1(d)) are true and correct in all material respects, and fairly represent the financial condition and operating results of Buyer and its affiliates and subsidiaries as of the dates and for the periods specified therein. As of the date hereof, there are no undisclosed liabilities of a material nature.
k) MATERIAL CHANGES. As of Closing, there have not been any changes in the assets, liabilities, financial condition or operating results of Buyer from the information reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect.
l) CAPITALIZATION. Immediately prior to Closing, the authorized capital common stock of Buyer will consist of 300,000,000 shares of common stock, of which 116,082,890 are issued and outstanding. The outstanding shares have been duly authorized and validly issued in compliance with applicable laws, and are fully paid and nonassessable. The issued and outstanding shares of Buyer common stock are owned by approximately 500 public shareholders with majority control held by Charles Scott.
