STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this “Agreement”) is entered into as of September 15, 2016, by and between Double Grouper LLC (“Seller”) and Ted Murphy (“Purchaser”). The Purchaser and Seller are referred to collectively in the Agreement as the “Parties”, and individually as a “Party”.
BACKGROUND
A. Seller owns Three Million Six Hundred Thousand (3,600,000) shares of common stock of Watermark Group, Inc., a Nevada corporation (“WMHH” or the “Company”) of which Seller wishes to sell Three Million Six Hundred Thousand (3,600,000) shares to Purchaser (the “Shares”). The Company’s shares of common stock trade on the OTC Pink Market.
B. Purchaser desires to purchase the Shares from Seller and Seller desires to sell the Shares to Purchaser upon the terms and conditions set forth in this Agreement,
AGREEMENTS
In consideration of the forgoing and the promises and agreements contained herein, the parties agree as follows:
1. Purchase and Sale of the Shares. Subject to the terms and conditions hereinafter set forth, at the Closing of the transaction contemplated hereby:
(a) Seller shall sell, convey, transfer, and deliver to Purchaser certificates representing the Shares, and
(b) Purchaser shall purchase from Seller the Shares in consideration of Fifty Thousand Dollars ($50,000.00) (the “Purchase Price”).
(c) The certificates representing the Company’s common stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of Seller.
(d) The closing of the transactions contemplated by this Agreement (“Closing”), shall take place after: (i) all executed documents including the stock certificate(s) duly endorsed for transfer or accompanied by appropriate stock transfer powers and medallion guaranteed signature(s) and funds have been received by Brinen & Associates, LLC; and (ii) the Company’s transfer agent confirms that all required documentation has been received. After the Closing, Purchaser’s attorney shall release funds to Seller by wire transfer of immediately available funds into an account designated by Seller in writing.
2. Purchaser’s Representations. Purchaser hereby represents, warrants and acknowledges and agrees with the following:
(a) Purchaser has received all information Purchaser considers necessary or advisable to make a decision concerning the purchase of the Shares, and has had an opportunity to review all documents relating to the Company that Purchaser deems necessary in the decision to purchase the Shares.
(b) Purchaser or Purchaser’s representative, as the case may be, has such knowledge and experience in financial, tax and business mailers so as to enable Purchaser to utilize the information made available to Purchaser to evaluate the merits and risks of an investment in the Shares and to make an informed decision with respect thereto.
(c) Purchaser recognizes that investment in theSharesinvolvessubstantial risks, including lossofthe entire amount of such investment, has takenfullcognizance ofand understands all of the risks related toapurchase or the Shares. Purchaser further recognizesthatno Federalorstateagencies havemadeany finding or determination as tothe fairnessofthis investment or any recommendations or endorsement of the Shares.
(d) Purchaser hereby agrees not to purchase or sell the Company’s stock or any equityinstrument related tothe Company’sstock “onthebasis of,”as suchtermisdefined inRule10b5-lof the Securities and Exchange Act of 1934, any material nonpublic information.
(e) Purchaser hereby represents that neither it nor any of its “affiliates” are “affiliates” of theCompanyasdefinedin Rule 144 oftheSecurities Actof 1933.
3. Seller’s Representations. Seller hereby represents, warrants and acknowledges andagreeswith the following:
(a) Seller owns the Shares free and clear of all adverse claims, security interests, liens, claims andencumbrances.
(b) Seller is notapartyto anyagreement,writtenor oral, creating rights inrespect to the Company’s stock in any third person or relating to the voting of the Company’s stock.
(c) Seller hereby represents thatitdidnotenter into this Agreement or decide tosellthe Company’s stockor any equityinstrument related to the Company’s stock “on the basis of,” as such termisdefined in Rule 10b5-lofthe Securities and Exchange Act of 1934, any material nonpublic information.
(d) SellerorSeller’s representative,asthe case maybe,has suchknowledgeand experiencein financial,tax and business matters so as toenableSeller to evaluate the merits and risks of an investment in and sale of the Shares and to make an informed decision with respect thereto. Seller has reviewedallinformationSellerconsidersnecessaryoradvisable to makea decision concerning the sale of the Shares, and has taken full cognizance of and understandsallof the risks relatedtothe ownership and saleof theShares. Seller furtherrecognizes thatno Federal or state agencies have made any finding or determination as to the fairness of this investment oranyrecommendationsorendorsement of the Shares.
(e) Seller hereby representsthat he is an “affiliate” of the Company asdefined in Rule144 ofthe Securities Act of 1933.
4. Understandings. The Parties further acknowledge and agree as follows:
(a) The obligationsofPurchaser to purchase and payforthe Shares, and of the Seller totransfer suchshares and CompanytoissuetheSharesaresubject tothesatisfaction ator priorto the Closingof thesale of each Share of the following conditions precedent: (i) the Shares of the Company are validly issued and fully-paid; and(ii) neitherSeller,theCompany, nor thetransferagentwilltake any action to cancelorencumber the Shares or the stock certificate(s) representing the Shares other thanasrequired pursuant toapplicableFederalandstate securitieslaws and regulations. Sellerherebyindemnifiesandholdsharmless Purchaser andanybrokerage and/or clearing firm and attorney working with Purchaser against any claims with respect to the Shares and anyreliance on theprecedingsentence.
(b) Each partyhereto, hereby acknowledges and agrees that Brinen & Associates, LLC (“Brinen”) and P&G HoldingsLLCare each an intended third party beneficiary and may rely upon the representations,warrantiesand covenantsofSeller as set forth herein and in any other documents executed in connection with the saleofthe Shares.
(c) IN MAKING A DECISION TO BUYANDSELL THE SHARES, PURCHASERAND SELLERARE RELYING ON THEIR OWN EXAMINATION OF THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BYANYFEDERAL ORSTATESECURITIES COMMISSION
OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(d) Waiver, Amendment, Indemnification. Neither this Agreement nor any provisions hereof shall be modified, amended, discharged or terminated except by an instrument in writing, signed by the party against whom any modification, amendment, discharge or termination is sought. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same on any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.
5. Miscellaneous.
(a) Except as set forth elsewhere herein,any notice ordemandto begivenor servedinconnectionherewithshallbedeemed to be sufficiently givenorservedfor all purposes by being sent as registeredorcertified mail, return receipt requested, postage prepaid, addressed to the party at the address set forth on thesignaturepage
Eitherpartymay change its address for noticesunder this Agreementbywrittennoticetothe otherpartyofsuch new address, delivered pursuant to this Section5(a).
(b) THIS AGREEMENT SHALLBECONSTRUED, AND THE RIGHTS AND OBLIGATION OF THEPARTIESHEREUNDERDETERMINED, IN ACCORDANCE WITHANDGOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICEOF LAWRULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNALLAWSOF THE STATE OF NEW YORK TO THE RIGHTSAND DUTIES OF THE PARTIES;PROVIDED, HOWEVER,THATALL LAWS PERTAINING OR RELATING TO CORPORATE GOVERNANCE OF THE COMPANY SHALL BECONSTRUEDIN ACCORDANCEANDGOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICEOFLAW RULETHATWOULDCAUSE THEAPPLICATIONOFTHE LAWSOF ANYJURISDICTIONOTHERTHANTHEINTERNALLAWSOF THESTATEOF NEWYORKTO THE CORPORATEGOVERNANCEOF THE COMPANY.
(c) In any action, proceeding or counterclaim broughttoenforce anyofthe provisions of thisAgreement ortorecover damages,costsand expensesin connectionwith anybreachoftheAgreement,theprevailingparty shallbeentitled to be reimbursed by the opposing party for all of theprevailing party’sattorney’s fees, costs and other out-of-pocket expenses incurred in connection with such action, proceeding or counterclaim.
(d) ThisAgreement constitutes theentire agreementamongthepartiesheretowith respectto the subject matter hereof. There are no restrictions, promises, warranties or undertakings, other than those set forth herein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect tothe subjectmatter hereof.
(e) Incaseany provision inor obligationunderthis Agreement shall be invalid,illegal or unenforceable in any jurisdiction the validity, legality and enforceability of the remaining provisions or obligations, orof suchprovisions or obligations, shall notinanyway be affectedor impaired thereby in any otherjurisdiction.
Whereas,thePartieshereto have executedthis Stock Purchase Agreement as ofthedatefirst
above written.
[SIGNATURE PAGE TO FOLLOW]
| Seller: | | Double Grouper LLC | | Seller: | Ted Murphy |
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| By: | | /s/ Adam Kovacevic | | By: | /s/ Ted Murphy |
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| Name: | | Adam Kovacevic | | Name: | Ted Murphy |
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| Title: | | Managing Member | | Title: | |
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| Address: | | 7 Dey Street, Suite 1503 | | Address: | 64 Industrial Road |
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| | | New York, New York 10007 | | | Richmond Hill, Ontario, Canada L4C2Y1 |
