|HRG GROUP, INC. filed this Form SC 13D/A on 10/26/2016|
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FORM OF STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of [_______] (this “Agreement”), is by and among HRG GROUP, INC. (the “Purchaser”), a Delaware corporation, and [______] (collectively, the “Sellers”). The Sellers and the Purchaser are hereinafter collectively referred to as the “Parties”, and each individually as a “Party.”
WHEREAS, the Sellers own, in the aggregate, 528,365 shares of common stock, par value $0.001 per share (the “Shares”), of NZCH Corporation, a Nevada corporation (the “Issuer”), that the Sellers desire to sell to the Purchaser, and the Purchaser desire to purchase from the Sellers, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
PURCHASE AND SALE
1.1 Purchase and Sale. Subject to the terms and conditions hereof, at the Closing, the Sellers shall sell, transfer, convey, assign and deliver the Shares to the Purchaser, and the Purchaser shall purchase and assume such Shares from the Sellers, free and clear of all liens, claims, pledges, options, charges, security interests, deeds of trust, voting agreements, restrictions on ownership, use, voting or transfer, or any other encumbrances or other rights of third parties of any kind (collectively, “Liens”).
1.2 Consideration. In consideration of the purchase and sale of the Shares by the Sellers to the Purchaser, the Purchaser shall pay to the Sellers, at the Closing, an amount in immediately available funds equal to $0.015 per Share, with an aggregate amount for the sale, transfer, conveyance, assignment and delivery of all of the Shares equal to $7,925.48 (the “Purchase Price”). The allocation of the Shares acquired from each Seller and the allocation of the Purchase Price to each Seller from the Purchaser shall be as set forth on the signature pages hereto.
1.3 Closing. The closing of the purchase and sale of the Shares by the Sellers to the Purchaser hereunder (the “Closing”) shall take place by teleconference and through the email exchange of transaction documents in portable document (.PDF) format, and shall occur on October 25, 2016 or such later date as may be agreed to by the parties (the “Closing Date”). At the Closing, upon the terms and subject to the conditions of this Agreement, (a) the Purchaser shall pay the Purchase Price to the Seller against delivery by such Seller to the Purchaser of the Shares in the manner provided herein; and (b) each Seller shall deliver to the Purchaser the Shares in the manner provided herein against payment and delivery by the Purchaser to such Seller of the Purchase Price.
1.4 Closing Deliveries. At the Closing, the Sellers shall deliver and transfer to the Purchaser, (a) the Shares purchased by the Purchaser in suitable form for transfer and (b) a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). Concurrently with receipt by the Purchaser of their respective Shares, the Purchaser shall deliver and transfer the Purchase Price by wire transfer of immediately available funds to such accounts as are designated in a written notice by the Sellers delivered to the Purchaser prior to the Closing.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each Seller hereby represents and warrants, severally (as to itself) and not jointly, to the Purchaser as follows:
2.1 Organization; Authority. Such Seller has all necessary power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. All acts or proceedings required to be taken by such Seller to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder have been properly taken. No additional proceedings or approvals on the part of such Seller or any of its Affiliates is necessary to authorize the execution and delivery of this Agreement and the consummation by such Seller of the transactions contemplated hereby. For purposes of this Agreement, (x) “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person, and (y) “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any other entity or organization.
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