Share Purchase Agreement

STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT
(the “Agreement”) made and entered into this date of PayPal payement transaction (the “Execution Date »),
BETWEEN:
Whuups Inc of 16192 Coastal Highway LEWES, DE 19958, USA (the “Seller”)
OF THE FIRST PART
and
the Purchaser
OF THE SECOND PART
BACKGROUND:
1. The Seller is the owner of record of 19000000 shares of stock (the “Stock”) of Whuups Inc (the “Corporation”).
2. The Seller desires to sell the Stock of the number of share selected by the purchaser to the Purchaser and the Purchaser desires to purchase the Stock of share selected by the purchaser from the Seller.
IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:
1. Purchase and Sale
2. Except as otherwise provided in this Agreement, all monetary amounts
referred to in this Agreement are in USD (US Dollars).
3. The Seller agrees to sell and the Purchaser agrees to purchase all the rights,
title, interest, and property of the Seller in the Stock for an aggregate purchase price of $ (the “Purchase Price »). Services registrations fees $ 65.00.
4. The contract will be confirmed at reception of full amount as agree by borsht parties.
5. Representations and Warranties of the Seller
6. The Seller warrants and represents to the Purchaser as follows:
1. The Seller would not be recognized as an issuer, insider, affiliate, or associate of the Corporation as defined or recognized under applicable securities laws and regulations.
2. Except as provided in the incorporating documents of the Corporation or as indicated on the face of the certificates for the Stock, the Purchaser would not be prevented or restricted in any way from re- selling the Stock in the future.
3. The Seller is the owner in clear title of the Stock and the Stock is free of any lien, encumbrance, security interests, charges, mortgages, pledges, or adverse claim or other restriction that would prevent the transfer of clear title to the Purchaser.
4. The Seller is not bound by any agreement that would prevent any transactions connected with this Agreement.
5. There is no legal action or suit pending against any party, to the knowledge of the Seller, that would materially affect this Agreement.
8. Representations and Warranties of the Purchaser
9. The Purchaser warrants and represents to the Seller as follows:
1. The Purchaser would not be recognized as an issuer, insider, affiliate, or associate of the Corporation as defined or recognized under applicable securities laws and regulations.
2. The Purchaser is not bound by any agreement that would prevent any transactions connected with this Agreement.
3. There is no legal action or suit pending against any party, to the knowledge of the Purchaser, that would materially affect this Agreement.
10. Closing
11. The closing of the purchase and sale of the Stock (the “Closing”) will take
place on purchase online date (the “Closing Date”) at the offices of the Seller or at such other time and place as the Seller and the Purchaser mutually agree. At Closing and upon the Purchaser paying the Purchase Price in full to the Seller, the Seller will deliver to the Purchaser duly executed transfers of the Stock.
12. Expenses
13. All parties agree to pay all their own costs and expenses in connection with
this Agreement.
14. Finder’s Fees
15. No party to this Agreement will pay any type of finder’s fee to any other party
to this Agreement or to any other individual in connection to this Agreement.
16. All parties to this Agreement warrant and represent that no investment
banker or broker or other intermediary has facilitated the transaction contemplated by this Agreement and is entitled to a fee or commission in connection with said transaction. All parties to this Agreement indemnify and hold harmless all other parties to this Agreement in connection with any claims for brokerage fees or other commissions that may be made by any party pertaining to this Agreement.
17. Dividends
18. Any dividends earned by the Stock and payable before the Closing of this
Agreement will belong to the Seller, and any dividends earned by the Stock
and payable after the Closing of this Agreement will belong to the Purchaser.
19. Any rights to vote attached to the Stock will belong to the Seller before the
Closing and will belong to the Purchaser after the Closing.
20. Governing Law
21. The Purchaser and the Seller submit to the jurisdiction of the courts of the State of Delaware for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Delaware.
22. Additional Clauses
23. The buyer is aware that the seller reserves the right to resell all of the shares
of—– if they reach at least three times the purchase price per buyer and
return 100% of the sale price without commission.
24. If a buyer wants to acquire all of the Whuups shares, including those already
sold. If the amount exceeds at least three times the purchase price of the Whuups Inc shares have full authority to sell them. Whupps LLC will pay the purchaser the total amount received per share without interest or commissions.
25. Miscellaneous
26. Time is of the essence in this Agreement.
27. This Agreement may be executed in counterparts. Facsimile signatures are
binding and are considered to be original signatures.
28. All warranties and representations of the Seller and the Purchaser connected
with this Agreement will survive the Closing.
29. This Agreement will not be assigned either in whole or in part by any party to
this Agreement without the written consent of the other party.
30. Headings are inserted for the convenience of the parties only and are not to
be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
31. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
32. This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
33. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Seller and the Purchaser and their respective successors, assigns, executors, administrators, beneficiaries, and representatives.
34. Any notices or delivery required here will be deemed completed when hand- delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
35. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.
IN WITNESS WHEREOF the Seller and Purchaser have duly affixed their signatures under hand and seal on this date of PayPal payement transaction.
Whuups Inc (Seller)
Per: Whuups (SEAL)
Agreed by the PayPal identity verification purchaser (Purchaser)