WEED Inc. SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT
Exhibit 10.7
WEED
Inc.
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This
Securities Purchase Agreement (this “Agreement”) is
made and entered into effective as of the Xh. Day of ▇▇▇▇▇▇, ▇▇▇▇
(the “Effective Date”) by and between WEED Inc., a
Nevada corporation (the “Company”), formerly United
Mines Inc. and XXXXX XXXXXXX, an individual (the
“Purchaser”). The Company and Purchaser shall each be
referred to as a “Party” and collectively as the
“Parties.”
1.
PURCHASE OF SHARES: On the Closing Date (as hereinafter defined),
subject to the terms and conditions set forth in this Agreement,
the Purchaser hereby agrees to purchase, and the Company hereby
agrees to sell, (a) (XX,XXX) shares of common stock of the Company,
par value $0.001 (the “Shares”), and (b) Warrants to
purchase XXXX XXXXXX (XX,XXX) shares of common stock of the Company
(the “Warrants”), in form and substance substantially
as set forth in Exhibit A attached hereto, for a total purchase
price of XXXXXX XXXXXX Dollars ($XX,XXX.XX) (the “Purchase
Price”). The Shares and the Warrants shall collectively be
referred to herein as the “Securities.”
2.
CLOSING AND DELIVERY:
a) Upon
the terms and subject to the conditions set forth herein, the
consummation of the purchase and sale of the Securities (the
“Closing”) shall take place as follows: (a) Purchaser
will pay $XXXXXX, as the full Purchase Price, on or before XXXXXXXX
Xth. 2017,
and will be issued XXXXX XXXXXXXXX (XX,XXX) Shares, and all XX,XXX
of the Warrants at the exercise price of $3.00, valid for 2 years
from date of this Agreement. All shares and warrants due shall be
delivered within ten (10) business days of delivery of payment. The
Closing shall take place at the offices of counsel for the Company
or by the exchange of documents and instruments by mail, courier,
facsimile, email or wire transfer to the extent mutually acceptable
to the Parties hereto. The $XX,XXX has been acknowledged and
received.
(i)
The Company shall deliver to the Purchaser (A) a certificate
representing the applicable number of Shares, free from
restrictions on transfer except as set forth in this Agreement, and
(B) on the Closing Date, the Warrants.
(ii)
The Purchaser shall deliver to the Company the applicable portion
of the Purchase Price.
3.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER: The
Purchaser hereby represents, warrants and agrees as
follows:
a)
Purchase for Own Account. Purchaser represents that he is acquiring
the Securities solely for his own account and beneficial interest
for investment and not for sale or with a view to distribution of
the Securities or any part thereof, has no present intention of
selling (in connection with a distribution or otherwise), granting
any participation in, or otherwise distributing the same, and does
not presently have reason to anticipate a change in such
intention.
b)
Ability to Bear Economic Risk. Purchaser acknowledges that an
investment in the Securities involves a high degree of risk, and
represents that he is able, without materially impairing his
financial condition, to hold the Securities for an indefinite
period of time and to suffer a complete loss of his
investment.
c)
Access to Information. The Purchaser acknowledges that the
Purchaser has been furnished with such financial and other
information concerning the Company, the directors and officers of
the Company, and the business and proposed business of the Company
as the Purchaser considers necessary in connection with the
Purchaser’s investment in the Securities. Purchaser has also
had an opportunity to review the Company’s filings with the
Securities and Exchange Commission. As a result, the Purchaser is
thoroughly familiar with the proposed business, operations,
properties and financial condition of the Company and has discussed
with officers of the Company any questions the Purchaser may have
had with respect thereto.
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The
Purchaser understands:
(i) The
risks involved in this investment, including the speculative nature
of the investment;
(ii)
The financial hazards involved in this investment, including the
risk of losing the Purchaser’s entire
investment;
(iii)
The lack of liquidity and restrictions on transfer of the
Securities; and
(iv)
The tax consequences of this investment.
The
Purchaser has consulted with the Purchaser’s own legal,
accounting, tax, investment and other advisers with respect to the
tax treatment of an investment by the Purchaser in the Securities
and the merits and risks of an investment in the
Securities.
d)
Securities Part of Private Placement. The Purchaser has been
advised that the Securities have not been registered under the
Securities Act of 1933, as amended (the “Act”), or
qualified under the securities law of any state, on the ground,
among others, that no distribution or public offering of the
Securities is to be effected and the Securities will be issued by
the Company in connection with a transaction that does not involve
any public offering within the meaning of section 4(2) of the Act
and/or Regulation D as promulgated by the Securities and Exchange
Commission under the Act, and under any applicable state blue sky
authority. The Purchaser understands that the Company is relying in
part on the Purchaser’s representations as set forth herein
for purposes of claiming such exemptions and that the basis for
such exemptions may not be present if, notwithstanding the
Purchaser’s representations, the Purchaser has in mind merely
acquiring the Securities for resale on the occurrence or
nonoccurrence of some predetermined event. The Purchaser has no
such present intention.
e)
Purchaser Not Affiliated with Company. The Purchaser, either alone
or with the Purchaser’s professional advisers (i) are
unaffiliated with, have no equity interest in, and are not
compensated by, the Company or any affiliate or selling agent of
the Company, directly or indirectly, (ii) has such knowledge and
experience in financial and business matters that the Purchaser is
capable of evaluating the merits and risks of an investment in the
Securities; and (iii) has the capacity to protect the
Purchaser’s own interests in connection with the
Purchaser’s proposed investment in the
Securities.
f)
Further Limitations on Disposition. Purchaser further acknowledges
that the Securities are restricted securities under Rule 144 of the
Act, and, therefore any certificates reflecting the ownership
interest in the Shares or the Warrants will contain a restrictive
legend substantially similar to the following:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE
ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION
OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO
COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER
THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
Without
in any way limiting the representations set forth above, Purchaser
further agrees not to make any disposition of all or any portion of
the Securities unless and until:
(i)
There is then in effect a Registration Statement under the Act
covering such proposed disposition and such disposition is made in
accordance with such Registration Statement; or
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(ii)
Purchaser shall have obtained the consent of the Company and
notified the Company of the proposed disposition and shall have
furnished the Company with a detailed statement of the
circumstances surrounding the proposed disposition, and if
reasonably requested by the Company, Purchaser shall have furnished
the Company with an opinion of counsel, reasonably satisfactory to
the Company, that such disposition will not require registration
under the Act or any applicable state securities laws.
Notwithstanding
the provisions of subparagraphs (i) and (ii) above, no such
registration statement or opinion of counsel shall be necessary for
a transfer by such Purchaser to a partner (or retired partner) of
Purchaser, or transfers by gift, will or intestate succession to
any spouse or lineal descendants or ancestors, if all transferees
agree in writing to be subject to the terms hereof to the same
extent as if they were Purchasers hereunder as long as the consent
of the Company is obtained.
g)
Accredited Investor Status. Purchaser is an “accredited
investor” as such term is defined in Rule 501 under the Act
because Purchaser either:
(i) has
a net worth of at least $1,000,000 (including home and personal
property), or
(ii)
had an individual income of more than $200,000 in each of the two
most recent calendar years, and reasonably expects to have an
individual income in excess of $200,000 in the current calendar
year; or along with Purchaser’s spouse had joint income in
excess of $300,000 in each of the two most recent calendar years,
and reasonably expects to have a joint income in excess of $300,000
in the current calendar year.
For
purposes of this Agreement, “individual income” means
“adjusted gross income” as reported for Federal income
tax purposes, exclusive of any income attributable to a spouse or
to property owned by a spouse: (i) the amount of any interest
income received which is tax-exempt under Section 103 of the
Internal Revenue Code of 1986, as amended, (the
“Code”), (ii) the amount of losses claimed as a limited
partner in a limited partnership (as reported on Schedule E of form
1040), (iii) any deduction claimed for depletion under Section 611
et seq. of the Code and (iv) any amount by which income from
long-term capital gains has been reduced in arriving at adjusted
gross income pursuant to the provisions of Sections 1202 of the
Internal Revenue Code as it was in effect prior to enactment of the
Tax Reform Act of 1986.
For
purposes of this Agreement, “joint income” means,
“adjusted gross income,” as reported for Federal income
tax purposes, including any income attributable to a spouse or to
property owned by a spouse, and increased by the following amounts:
(i) the amount of any interest income received which is tax-exempt
under Section 103 of the Internal Revenue Code of 1986, as amended
(the “Code”), (ii) the amount of losses claimed as a
limited partner in a limited partnership (as reported on Schedule E
of Form 1040), (iii) any deduction claimed for depletion under
Section 611 et seq. of the Code and (iv) any amount by which income
from long-term capital gains has been reduced in arriving at
adjusted gross income pursuant to the provisions of Section 1202 of
the Internal Revenue Code as it was in effect prior to enactment of
the Tax Reform Act of 1986.
For the
purposes of this Agreement, “net worth” means (except
as otherwise specifically defined) the excess of total assets at
fair market value, including home and personal property, over total
liabilities, including mortgages and income taxes on unrealized
appreciation of assets.
h) No
Backup Withholding. The Social Security Number shown in this
Agreement is correct, and the Purchaser is not subject to backup
withholding because (i) the Purchaser has not been notified that he
or she is subject to backup withholding as a result of a failure to
report all interest and dividends or (ii) the Internal Revenue
Service has notified the Purchaser that he or she is no longer
subject to backup withholding.
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j)
Purchase Price Arbitrarily Determined. The Purchaser acknowledges
that the Purchase Price of the Shares and the exercise price of the
Warrants being offered hereby was determined by management and
bears no relationship to the Company’s current assets, book
value, net worth or operations, or stock market price, and may not
be indicative of our actual value. Although the Company’s
common stock trades on the OTC Markets Pink Sheets, volume has been
light since inception and thus no indication as to the market value
of the Shares.
4.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY COMPANY: The Company
hereby represents, warrants and agrees as follows:
a)
Authority of Company. The Company has all requisite authority to
execute and deliver this Agreement and to carry out and perform its
obligations under the terms of this Agreement.
b)
Authorization. All actions on the part of the Company necessary for
the authorization, execution, delivery and performance of this
Agreement by the Company and the performance of the Company’s
obligations hereunder has been taken or will be taken prior to the
issuance of the Securities. This Agreement, when executed and
delivered by the Company, shall constitute valid and binding
obligations of the Company enforceable in accordance with their
terms, subject to laws of general application relating to
bankruptcy, insolvency, the relief of debtors and, with respect to
rights to indemnity, subject to federal and state securities
laws.
Upon
their issuance the Securities will be validly issued, fully paid
and nonassessable, will not violate any preemptive rights, rights
of first refusal, or any other rights granted by the Company, will
be issued in compliance with all applicable federal and state
securities laws, and will be free of any liens or encumbrances,
other than any liens or encumbrances created by or imposed upon the
Purchaser through no action of the Company; provided, however, that
the Securities may be subject to restrictions on transfer under
state and/or federal securities laws as set forth herein or as
otherwise required by such laws at the time the transfer is
proposed.
c)
Governmental Consents. All consents, approvals, orders, or
authorizations of, or registrations, qualifications, designations,
declarations, or filings with, any governmental authority required
on the part of the Company in connection with the valid execution
and delivery of this Agreement, the offer, sale or issuance of the
Securities, or the consummation of any other transaction
contemplated hereby shall have been obtained, except for notices
required or permitted to be filed with certain state and federal
securities commissions, which notices will be filed on a timely
basis.
d) Use
of Proceeds. The Company intends to use the proceeds from this
offering for general working capital purposes at the discretion of
the Company’s management.
5.
INDEMNIFICATION: The Purchaser hereby agrees to indemnify and
defend the Company and its officers and directors and hold them
harmless from and against any and all liability, damage, cost or
expense incurred on account of or arising out of:
(a) Any
breach of or inaccuracy in the Purchaser’s representations,
warranties or agreements herein;
(b) Any
disposition of any Securities contrary to any of the
Purchaser’s representations, warranties or agreements
herein;
(c) Any
action, suit or proceeding based on (i) a claim that any of said
representations, warranties or agreements were inaccurate or
misleading or otherwise cause for obtaining damages or redress from
the Company or any director or officer of the Company under the
Act, or (ii) any disposition of any Securities.
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6.
MISCELLANEOUS:
a)
Binding Agreement. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective
successors and assigns of the Parties. Nothing in this Agreement,
expressed or implied, is intended to confer upon any third party
any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this
Agreement.
b)
Governing Law; Venue. This Agreement shall be governed by and
construed under the laws of the State of Arizona as applied to
agreements among Arizona residents, made and to be performed
entirely within the State of Arizona. The Parties agree that any
action brought to enforce the terms of this Agreement will be
brought in the appropriate federal or state court having
jurisdiction over Pima County, Arizona, United States of
America.
c)
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same
instrument.
d)
Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing or interpreting this
Agreement.
e)
Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal
delivery to the Party to be notified, (b) when sent by confirmed
facsimile if sent during normal business hours of the recipient, if
not, then on the next business day, or (c) one (1) day after
deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All
communications shall be sent as follows:
If to
the Company: WEED, Inc. ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
Telephone
(▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
If to
Purchaser: XXXXXX XXXXXX XXXXXXX. XXXXX,XX 00000
Telephone:
(XXX) XXX-XXXX email:
▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
or at
such other address as the Company or Purchaser may designate by ten
(10) days advance written notice to the other Party
hereto.
f)
Modification; Waiver. No modification or waiver of any provision of
this Agreement or consent to departure therefrom shall be effective
unless in writing and approved by the Company and the
Purchaser.
g)
Entire Agreement; Successors. This Agreement and the Exhibits
hereto constitute the full and entire understanding and agreement
between the Parties with regard to the subjects hereof and no Party
shall be liable or bound to the other Party in any manner by any
representations, warranties, covenants and agreements except as
specifically set forth herein. The representations, warranties and
agreements contained in this Agreement shall be binding on the
Purchaser’s successors, assigns, heirs and legal
representatives and shall inure to the benefit of the respective
successors and assigns of the Company and its directors and
officers.
h)
Expenses. Each Party shall pay their own expenses in connection
with this Agreement. In addition, should either Party commence any
action, suit or proceeding to enforce this Agreement or any term or
provision hereof, then in addition to any other damages or awards
that may be granted to the prevailing Party, the prevailing Party
shall be entitled to have and recover from the other Party such
prevailing Party’s reasonable attorneys’ fees and costs
incurred in connection therewith.
i)
Currency. All currency is expressed in U.S. dollars.
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IN
WITNESS WHEREOF, the Parties have executed this Securities Purchase
Agreement as of the date first written above.
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“Company”
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“Purchaser”
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WEED
Inc., a Nevada corporation
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its:
Chief Executive Officer
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By: XXXXX XXXXXXXX,
an indiviDUAL
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A-1
Exhibit
A
Form of
Warrant sent separately
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