Date:
INTENTION AGREEMENT OF SHARE PURCHASE | |||
Between Vladimir Novakovic («Consultant») and Flashapp («Company») | |||
Date: |
May 18, 2018 |
|
The parties hereby agree as follows:
1.Consultant's Services: company incorporation, preparation of S-1, preparation of year end financials.
2.Consideration: 3,500,000 shares of company common stock valued at 0.001 per shares for sum of $3,500
3.Representations and Warranties of the Consultant. In order to induce the Company to issue these shares, the Consultant hereby represents and warrants to, and covenants with, the Company as follows:
A. The Consultant is purchasing the Shares for the Consultants own account (not as a nominee or agent) for investment purposes and not with a view towards resale or distribution of any part thereof. The Consultant has no present arrangement or intention to sell or distribute the Shares, or to grant participation in the Shares. The Consultant does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby;
B. The Consultant acknowledges and agrees that the United States Securities & Exchange Commission has not review the offering of the Shares and that the Shares have not been registered under the Act and may not be offered or sold in the United States or to U.S. persons unless the Shares are registered under the Act, sold in accordance with the provisions of Regulation S of the Act or pursuant to an available exemption from registration. The certificate representing the Shares will bear the following legend and the Consultant agrees to abide by the terms thereof: The Securities represented hereby have not been registered under the Securities Act of 1933 (the Act), and have been issued in reliance upon an exemption from the registration requirements of the Act provided by Regulation S promulgated under the Act. Such securities may not be re-offered for sale or resold or otherwise transferred except in accordance with the provisions of Regulation S, pursuant to an effective registration under the Act, or pursuant to an available exemption from registration under the Act. Hedging transactions involving the securities may not be conducted unless in compliance with the Act.
C. The Consultant is not a U.S. Person as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. A U. S. Person is defined by Regulation S of the Act to be any person who is:
(a) any natural person resident in the United States;
(b) any partnership or corporation organized or incorporated under the laws of the United States;
(c) any estate of which any executor or administrator is a U.S. person;
(d) any trust of which any trustee is a U.S. person;
(e) any agency or branch of a foreign entity located in the United States;
(f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(g) any partnership or corporation if.
1. organized or incorporated under the laws of any foreign jurisdiction; and
2. formed by a U.S. person principally for investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.501 (a) of the Act] who are not natural persons, estates or trusts.
D. The Consultant agrees not to engage in hedging transactions regarding the Shares unless in compliance with the Act; and
E. The Consultant agrees to execute an agreement imposing restrictions on transfer of the Shares in the form the Company requires.
WHEREFORE, the parties have executed this Agreement as of the date first written above.
Flashapp («Company») /s/ Vladimir Novakovic
and
Vladimir Novakovic («Consultant») /s/ Vladimir Novakovic