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FIRST AMENDED STOCK SALE AND PURCHASE AGREEMENT

THIS FIRST AMENDED STOCK SALE AND PURCHASE AGREEMENT (this


“Agreement”) is dated as of _____, and is made and entered into by and between also known
as “Buyer” and, a Limited Liability Company in the State of California with registration
number, 201912210307, and duly represented by its, also known as “Seller” with respect to
the following facts:

A. On February 3, 2022, the parties entered into an Equity Investment Contract, to memorize
Buyer’s purchase of Seller’s twenty (20%) equity in its automobile wrap station located at
8250 Camino Santa Fe #G, San Diego, CA 92121. On January 23, 2022, Buyer paid the
agreed upon purchase price in the amount of Fifty Thousand ($50,000.00) US Dollar in
cash.

B. The parties, by mutual agreement, hereby accepts to amend the aforementioned Equity
Investment Contract and to exclusively adopt the terms and conditions set forth in this
Agreement.

Accordingly, for and in consideration of the premises, the mutual promises,


covenants, and agreements hereafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to
be legally bound, do hereby agree as follows:

ARTICLE I
SALE AND PURCHASE

Section 1.1. Sale and Purchase of membership interest. On and subject to the terms and
conditions of this Agreement, effective as of the Closing Date, Buyer had purchased from the
Seller, and Seller had sold to Buyer, twenty percent (20%) membership interests of CV
Technology, LLC (the “Company”) represented by the Seller for and in consideration
specified in Section 1.2 and upon the terms and conditions set forth in this Agreement.

Section 1.2. Purchase Price. The purchase price for the membership interests (the
“Purchase Price”) is Fifty Thousand US Dollars ($50,000.00). The purchase price was duly
paid by the Buyer to the Seller at the Closing in cash.

Section 1.3. Closing date; Deliveries. The Closing occurred on January 23, 2022 when
Buyer tender the Fifty Thousand US Dollars ($50,000.00) cash to the Seller.

ARTICLE II
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER

To induce Buyer to enter into and perform its obligations under this Agreement,
Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows:

Section 2.1. Authority and Capacity. Seller has all the requisite power, authority and
capacity to enter into this Agreement. The Seller likewise undertakes to conduct the
execution, delivery, and performance of this Agreement in accordance with the periods
agreed upon by the parties to which it is bound.

Section 2.2. Binding Agreement. This Agreement has been duly and validly executed and
delivered by Seller and constitutes Seller’s valid and binding agreement, enforceable against
Seller in accordance with and subject to its terms.
Section 2.3. Title to Membership Interests. Seller is the lawful, record, and beneficial of all
the membership interests, free and clear of any liens, claims, agreements, charges, security
interests and encumbrances whatsoever. The sale, conveyance, assignment, and transfer of the
membership interest in accordance with the terms of this Agreement transfers to Buyer legal
and valid title to the membership interests, free and clear of all liens, security interests,
hypothecations or pledges.

Section 2.4. Seller’s Disclosure. As the Chief Executive Officer representing the Company,
Seller likewise warrants that he has not entered into any transaction without disclosing, giving
notice and knowledge of, and seeking approval of the Board or other shareholders, directors,
or officers of the Company, as the case may be.

Section 2.5. Payment of Profit/Losses. Seller undertakes under this Agreement that it will
duly distribute the Buyer’s share of the profit/loss, in specific, twenty percent of the profit to
Buyer’s designated bank account on January 21, 2023, covering the monetary value of the
membership interests for the fiscal year 2021.

Section 2.6. Seller’s Obligation to Repurchase. Under the terms and conditions of this
Agreement, if Buyer demands, the Seller is obligated to repurchase all of the Buyer’s
membership interest on January 23, 2023 at no less than the Fifty Thousand US Dollars
($50,000.00) irrespective of the profitability of the Company. The Buyer shall send Notice to
the Seller. Thereafter, Buyer will tender the membership interests within seven (7) days and
Buyer loses his right as a member of Seller’s company. Said repurchase price shall be paid off
with five-month equal payment with first payment due on March 1, 2023.

Section 2.7. From and after the Closing, Seller shall indemnify, defend, protect, and hold
harmless the Buyer against all claims, injuries, lawsuits, liabilities, damages, judgments,
fines, penalties, taxes, costs and expenses, including the reasonable documented fees and
disbursements of counsel and all investigation, defense or settlement amounts
(“Indemnifiable Losses”) suffered, paid, or incurred by the Buyer from breach of any (a)
representations and warranties made by Seller in Article II; or (b) material covenant,
agreement, or obligation of Seller under this Agreement.

Section 2.8. All representations, warranties, and covenants which the Seller made in this
Agreement shall remain in full force and effect and shall survive the delivery of the
membership interests to the Buyer.

Section 2.9. Notwithstanding the contrary terms in the Equity Investment Contract, from the
date of Closing and going forward, Seller agreed that Buyer had acquired twenty percent
(20%) membership interests of CV Technology, LLC starting from February 3, 2022.

ARTICLE III
REPRESENTATIONS, AND WARRANTIES OF BUYER

To induce Seller to enter into and perform their obligations under this Agreement,
Buyer represents and warrants to Seller as follows:

Section 3.1. Authority and Capacity. Buyer has all the requisite power, authority, and
capacity under the law to enter into this Agreement. The execution, delivery, and performance
of this Agreement by the Buyer does not, and the consummation of the transaction
contemplated hereby will not, result in a breach of or default under any agreement to which
the Buyer is a party or by which Buyer is bound.
Section 3.2. Notice of Withdrawal. In case the Buyer intends to withdraw his investment, he
shall send a written advanced notice of One Hundred Eighty Days (180) to the Seller prior to
the actual withdrawal.

Section 3.3. Prohibition of Withdrawal. The Buyer is prohibited from withdrawing his
investment within Three Hundred Sixty-Five Days (365), or one (1) year from the date of
signing of the contract. Unless, he sends the written advance notice provided under Section
3.2, and the Seller accepts such notice of withdrawal.

Section 3.4. Provision on Interest. The Buyer agrees that the 15% interest of the capital
investment is not guaranteed and will be based solely on the annual net gain of the company.

Section 3.5. Inspection of the Book of Accounts. Buyer is hereby given the prerogative to
request a copy of the book of accounts, and inspect the Company’s balance sheet, along with
the assets and liabilities every end of the month (on the 30 th), as may be applicable under the
circumstances, and subject to the written consent of any of the Company’s duly-authorized
representative.

ARTICLE IV
GENERAL PROVISIONS

Section 4.1. In the event that the company has to be dissolved due to bankruptcy or declared
with supporting documents that there was no net gain before or after the end of this contract,
the Seller shall not bear responsibility to pay back the Purchase Price. However, the Company
may be held liable for other reasonable equitable amounts and damages as the Court will
adjudge upon filing of a suit by the Buyer.

Section 4.2. Delay in Payment. As provided for in Article II, Section 2.6 of this Agreement,
in case the Seller delays in payment of the repurchase price of Fifty Thousand US Dollars
($50,000.00), Buyer shall give Seller a Notice of Default. The Seller is given five (5) days
within which to cure such default. Failure to cure the default, in effect, shall make the Seller
liable for the entire repurchase price of Fifty Thousand US Dollars ($50,000.00). Seller shall
likewise be liable for interests, attorney’s fees and costs of any nature whether known or
unknown, accrued or contingent in law or equity arising from the provisions of this Contract.

Section 4.3. Mediation. If a dispute arises out of or relating to any aspect of this Agreement
between Seller and Buyer, or the breach thereof, the Parties shall agree in good faith, after
initial negotiations to settle the dispute by private or fee mediation before resorting to
arbitration, litigation, or any other dispute resolution procedure. The costs of such mediation
shall be borne by the party at fault, or who have caused such breach or dispute thereof.

ARTICLE V
MISCELLANEOUS

Section 5.1. Entire Agreement. This Agreement constitutes the entire understanding and
agreement of the parties relating to the subject matter hereof and supersedes any and all prior
understandings, agreements, negotiations and discussions, both written and oral, between the
parties hereto with respect to the subject matter hereof.

Section 5.2. Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with, and shall be governed by, the laws of the State of California without
reference to, and regardless of, any applicable choice or conflicts of laws principles.
Section 5.3. Counterparts. This Agreement may be executed in any number of counterparts
and by the several parties hereto in separate counterparts, each of which shall be deemed to be
an original, and all which together shall constitute one and the same Agreement.

Section 5.4. Further Assurances. Each of the parties hereto shall from time to time at the
request of any other party hereto, and without further consideration, execute and deliver to
such other party such further instruments of assignment, transfer, conveyance, and
confirmation and take such other action as such other party may reasonably request in order to
more effectively fulfill the purposes of this Agreement.

Section 5.5 Advice of Independent Counsel. Each party to this Agreement represents and
warrants to each other party that such party has read and fully understands the terms and
provisions hereof, had had an opportunity to review this Agreement with legal counsel, and
has executed this Agreement based upon such party’s own judgment and advice of
independent legal counsel (if sought).

IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as
of the date first above written.

Buyer

_____________________
Date Signed:

Seller:

____________________

Date Signed:

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