AFFILIATE STOCK PURCHASE
AGREEMENT
THIS AFFILIATE STOCK PURCHASE AGREEMENT
(“Agreement”) is made as of the 6th day of May, 2009,
by and between WALTER BRENNER (“Seller”) and
TELEMEDICINE, INC. (“Purchaser”) as to 3,000,000
shares, of ANVIL FOREST PRODUCTS, INC.
RECITALS
WHEREAS,
the Seller is the owner of 3,000,000 restricted shares of common
stock of ANVIL FOREST PRODUCTS, INC., a NEVADA corporation (the
“Company”); and
WHEREAS,
the Seller proposes to sell to the Purchaser the 3,000,000
restricted shares of common stock of the Company currently owned by
the Seller (the “Purchased Shares”), on the terms set
forth herein.
In
consideration of the premises, representations, warranties and
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
|
|
|
|
1.
|
PURCHASE AND SALE AND
CLOSING
|
1.1 The
Seller hereby agrees to sell, assign, transfer and deliver to the
Purchaser, and the Purchaser hereby agrees to purchase from the
Seller, the Purchased Shares for the purchase price of TWENTY NINE
THOUSAND FIVE HUNDRED EIGHT and no/100 U.S. Dollars (
$29,508 ) (the “Purchase Price”). Payment shall
be in U.S. Dollars, in the form of cash or check as follows. An
amount of $29,508 in good funds delivered and cleared to
Seller’s account via escrow agent WILLIAM R. BARKER, PA
(“Escrow Agent”) (account information as provided by
separate communiqué’).
1.2
Closing . The closing (“Closing”) of the
transactions contemplated hereby will occur on, or, before the 6th
day of May, 2009 (the “Closing Date”).
|
|
|
|
2.
|
REPRESENTATIONS AND
WARRANTIES OF THE SELLER
|
2.1 The
Seller warrants, covenants and represents to the Purchaser with the
intention of inducing the Purchaser to enter into this Agreement
that:
|
|
|
|
|
|
(a)
|
immediately prior to and at the
Closing, the Seller shall be the legal and beneficial owner of the
Purchased Shares and on the Closing Date, the Seller shall transfer
to the Purchaser the Purchased Shares free and clear of all liens,
restrictions, covenants or adverse claims of any kind or
character;
|
|
|
|
|
|
|
(b)
|
the Seller has the legal power
and authority to execute and deliver this Agreement and all other
documents required to be executed and delivered by the Seller
hereunder and to consummate the transactions contemplated hereby;
and
|
Page 1 of 5
ASPA1
|
|
|
|
|
|
(c)
|
the Seller is, or has been during
the past ninety (90) days, an officer, director, 10% or greater
shareholder or “affiliate” of the Company, as that term
is defined in Rule 144 promulgated under the United States
Securities Act of 1933, as amended (the “Securities
Act”);
|
|
|
|
|
|
|
(d)
|
to the best of the knowledge,
information and belief of the Seller there are no circumstances
that may result in any material adverse effect to the Company or
the value of the Purchased Shares that are now in existence or may
hereafter arise;
|
|
|
|
|
|
|
(e)
|
as of the Closing Date the Seller
shall not be indebted to the Company and the Company shall not be
indebted to the Seller;
|
|
|
|
|
|
|
(f)
|
the Seller does not now, nor will
it prior to or on the Closing Date, own, either directly or
indirectly, or exercise direction or control over any common shares
of the Company other than the Purchased Shares;
|
|
|
|
|
|
|
(g)
|
the authorized capital of the
Company consists of 75,000,000 common shares, par value $0.0001, of
which a total of 4,430,000 common shares have been validly issued,
are outstanding and are fully paid and non-assessable;
|
|
|
|
|
|
|
(h)
|
no person, firm or corporation
has any right, agreement, warrant or option, present or future,
contingent or absolute, or any right capable of becoming a right,
agreement or option to require the Company to issue any shares in
its capital or to convert any securities of the Company or of any
other company into shares in the capital of the Company;
|
|
|
|
|
|
|
(i)
|
as of the closing, the
liabilities of the Company whether accrued, contingent or
otherwise, shall be less than $3,000.00; and the Seller will pay
any outstanding liability of the Company with the Purchase
Price
|
|
|
|
|
|
|
(j)
|
the Company does not beneficially
own, directly or indirectly, shares in any other corporate
entity;
|
|
|
|
|
|
|
(k)
|
the Company has good and
marketable title to all of its assets, and such assets are free and
clear of any financial encumbrances not disclosed in the Financial
Statements;
|
|
|
|
|
|
|
(1)
|
the Company has filed all reports
required to be filed by it under the Securities Act and
|
|
