AGREEMENT FOR THE PURCHASE OF COMMON STOCK

 

 

 

 

The Seller and VETRO, jointly and severally, represent and warrant to the Purchaser the following:

 

2.01  Organization; VETRO is a Nevada corporation duly organized, validly existing, and in good standing under the laws of that state, has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in the state of Nevada and elsewhere, if required. All actions taken by the incorporators, directors and/or shareholders of VETRO have been valid and in accordance with the laws of the state of Nevada. VETRO is a reporting company with the SEC pursuant to Section 15(d) of the Securities Exchange Act of 1934; and VETRO’s common stock is now, and as of the Closing will be, included for quotation on the OTCBB, with the symbol VTRQ. VETRO’s common stock is now, and as of Closing will be, DTC-eligible with no “DTC chills” or other impediments to the transferability of the registered shares.

 

2.02  Capital. The authorized capital stock of VETRO consists of 75,000,000 shares of Common Stock, $0.001 par value, of which 10,550,000 shares of Common Stock are issued and outstanding. VETRO has no shares of preferred shares authorized. The 8,000,000 Shares being sold by Seller represent approximately 75.8% of VETRO’s total issued and outstanding shares of Common Stock. All outstanding shares are fully paid and non-assessable, free of liens, encumbrances, options, restrictions and legal or equitable rights of others not a party to this Agreement. At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating VETRO to issue or to transfer from treasury any additional shares of its capital stock. None of the outstanding shares of VETRO are subject to any stock restriction agreements. There are approximately 30 shareholders of record of VETRO. All of such shareholders have valid title to such Shares; and all shareholders, except the Seller, purchased their shares pursuant to a registration statement on Form S-1, which was declared effective by the SEC on August 16, 2013.

 

 

2.03  Financial Statements. VETRO’s financial statements fairly present the financial condition and operating results of VETRO as of the dates, and for the periods, indicated therein. Except as set forth in the Financial Statements, and as set forth in Paragraph 2.05, VETRO has no material liabilities (contingent or otherwise). VETRO is not a guarantor or indemnitor of any indebtedness of any other person, firm, or corporation. VETRO is a “shell,” as that term is defined in the SEC’s Rules and Regulations.

 

2.04  Filings with Government Agencies. VETRO is a Section 15(d) Reporting Issuer as that term is described by the Securities Act of 1933, and files annual and quarterly reports with the SEC. VETRO has made all required filings with the SEC and the State of Nevada, and is current in its filings and reporting with the SEC and to the State of Nevada. On March 17, 2014,VETRO filed with the SEC its Annual Report on Form 10-K for the fiscal year ended December 31, 2013. Upon the purchase of the Shares by the Purchaser, the Purchaser will have the full responsibility for filing any and all documents required by the Securities and Exchange Commission, including the Form 8­K, and/or any other government agency that may be required. The Purchaser understands that the Seller will have no responsibility whatsoever for any filings made by VETRO after the Closing, either with the SEC, FINRA or with the State of Nevada.

 

2.05  Liabilities. It is understood and agreed that the purchase of the Shares is predicated on VETRO not having any liabilities as of the Closing. VETRO shall not, as of Closing, have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise that will not be paid at Closing. Without limiting the foregoing, at or before the Closing, the Seller will cancel any indebtedness owed to the Seller by VETRO. Seller is not aware of any pending, threatened or asserted claims, lawsuits or contingencies involving the VETRO or its Shares. To the best of knowledge of the Seller, there is no dispute of any kind between VETRO and any third party, and no such dispute will exist at the Closing of this transaction and at Closing, except as set forth herein, VETRO will be free from any and all liabilities, liens and claims.

 

2.06  Tax Returns. VETRO has filed all required Federal and state tax returns to date. VETRO has never been profitable; and as of Closing, there shall be no taxes of any kind, Federal, state or local, due or owing by VETRO.

 

2.07  Ability to Carry Out Obligations. The Seller has the right, power, and authority to enter into, and perform his obligations under this Agreement. The execution and delivery of this Agreement by the Seller and VETRO and the performance by the Seller of his obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other agreement or instrument to which VETRO its sole officer and director, or Seller are a party, or by which they may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would cause VETRO (and/or assigns) to be liable to any party, or (c) an event that would result in the creation or imposition of any lien, charge, or encumbrance on any asset of VETRO or upon the shares of VETRO to be acquired by the Purchaser.

 

 

 

 

 

2.11  Conduct of Business. Prior to the Closing, VETRO shall conduct its business in the normal course, and shall not (without the prior written approval of Purchaser) (i) sell, pledge, or assign any assets, (ii) amend its Certificate of Incorporation or Bylaws, (iii) declare dividends, redeem or sell stock or other securities (iv) incur any liabilities, except in the normal course of business, (v) acquire or dispose of any assets, enter into any contract, guarantee obligations of any third party, or (vi) enter into any other transaction.

 

2.12  Corporate Documents. Each of the following documents, which shall be true, complete and correct in all material respects, will be delivered to Purchaser at the Closing:

 

 

 

 

 

 

2.14  Title. The Seller has good and marketable title to all of the Shares being sold by them to the Purchaser pursuant to this Agreement. The Shares will be, at the Closing, free and clear of all liens, security interests, pledges, charges, claims, encumbrances and restrictions of any kind, except for restrictions on transfer imposed by federal and state securities laws. None of the Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to such Shares. Except as provided in this Agreement, the Seller is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the purchase of the Shares by Purchaser, impair, restrict or delay voting rights with respect to the Shares.

 

2.15  Transfer of Shares. The Seller will have the responsibility for sending all certificates representing the Shares being purchased, along with the proper Stock Powers with Bank Signature Medallion Guaranteed, to the Seller Escrow Agent prior to the Closing, for release from escrow and delivery to the Purchaser Escrow Agent at Closing.

 

The Purchaser will have the responsibility of sending the certificates representing the Shares, along with stock powers to the Transfer Agent for VETRO to have the certificates transferred into the Purchaser’s name, and the Purchaser shall be responsible for all costs involved in such transfer.

 

2.16  Representations. All of Seller’s and VETRO’s warranties and representations made in this Agreement shall be true as of the Closing and shall survive the Closing.

 

 

3.01  Closing for the Purchase of Common Stock. The Closing (the “Closing”) of this transaction for the Shares of Common Stock being purchased will occur when all of the documents and consideration described in Paragraphs 2.12 above and in 3.02 below, have been delivered or other arrangements have been made and agreed to by the Parties. The Closing shall occur on or before the close of business on May 5, 2014.

 

This Agreement can be terminated in the event of any material breach by either Purchaser or Seller.

 

3.02     Documents and Payments to be Delivered at Closing. As part of the Closing of the Common Stock purchase, those documents listed in 2.12 of this Agreement, as well as the following documents, in form reasonably acceptable to counsel to the Purchaser, shall have been delivered in escrow at least 48 hours prior to the Closing:

 

(a)               By the Seller:

 

 

(b)               By Purchaser:

 

(i)           wire transfer to the Seller Escrow Account of a total of $375,000, representing the full payment of the Purchase Price for the Shares.

 

 

 

4.01     Transfer Restrictions. Purchaser agrees that the Shares being acquired pursuant to this Agreement may be sold, pledged, assigned, hypothecated or otherwise transferred, with or without consideration only pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act.

 

4.02     Investment Intent. The Purchaser is acquiring the Shares for its own account for investment, and not with a view toward distribution thereof.

 

 

 

 

 

 

5.02  Termination. In addition to any other remedies, the Purchaser may terminate this Agreement, if at the Closing, the Seller has failed to comply with all material terms of this Agreement, has failed to supply any documents required by this Agreement unless they do not exist, or has failed to disclose any material facts which could have a substantial effect on any part of this transaction.

 

5.03  Indemnification. From and after the Closing, the parties, jointly and severally, agree to indemnify the other against all actual losses, damages and expenses caused by (i) any material breach of this Agreement by them or any material misrepresentation contained herein, or (ii) any misstatement of a material fact or omission to state a material fact required to be stated herein or necessary to make the statements herein not misleading.

 

5.04  Indemnification Non-Exclusive. The foregoing indemnification provision is in addition to, and not derogation of any statutory, equitable or common law remedy any party may have for breach of representation, warranty, covenant or agreement.

 

 

6.01  Captions and Headings. The article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.

 

6.02  No Oral Change. This Agreement and any provision hereof, may not be waived, changed, modified, or discharged, orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.

 

6.03  Non Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

 

6.04  Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof.

 

6.05  Entire Agreement. This Agreement, including any and all attachments hereto, if any, contain the entire Agreement and understanding between the parties hereto, and supersede all prior agreements and understandings.

 

 

If to the Seller:

 

Tatiana Fumioka

______________

_________________

Phone:______________

Email:_______________

 

If to the Purchaser:

 

ANVI Global, Inc.

845 Third Avenue, 11th floor

New York, NY 10017

Attn: Laxmi Prasad, Nominated Attorney Signatory

Email: ***@***