Exhibit 10.2
INVESTMENT PURCHASE AGREEMENT
THIS INVESTMENT PURCHASE
AGREEMENT is dated and made for
reference
effective as of the 14th day of July, 2009 (the "Effective
Date").
BETWEEN:
VERIFYSMART CORP. with its address for notices at c/o
2550-555 West
Hastings
Street, Vancouver, BC V6B 4N5
(the "Company");
OF
THE FIRST PART
AND:
Black
diamond investment group corp. with
its address for notice
hereunder at
707-3528 Vanness Ave, Vancouver, BC V5R 6G4
(the
"Investor");
OF
THE SECOND PART
(the
Investor and the Company being
hereinafter singularly also
referred to
as a "PARTY" and collectively referred to as the "PARTIES"
as the
context so requires).
WHEREAS:
A. The Company is in the
business of developing internet
security and
transaction applications;
B. The Company desires investment and the Investor has
determined that he will
participate with the Company on the terms
of this Agreement;
C. The Investor is a sophisticated
and accredited investor and all of its
stockholders and fund
providers are accredited investors where such
is
necessary;
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2
NOW THEREFORE THIS AGREEMENT WITNESSETH
that in consideration of the mutual
promises, covenants and agreements herein contained, THE PARTIES
HERETO COVENANT
AND AGREE WITH EACH OTHER as follows:
ARTICLE 1
INVESTMENT PURCHASE
1.1 INVESTMENT PURCHASE. The Investor hereby
purchases and the Company hereby
sells and agrees to deliver a certificate or
certificates for 500,000 common
shares ("Purchased Shares") of the Company in
consideration of the payment by
the Investor of $0.50US per Purchased Share for an aggregate price
of $250,000US
(the "PURCHASE PRICE").
ARTICLE 2
WARRANTIES AND REPRESENTATIONS BY THE COMPANY
2.1 WARRANTIES AND REPRESENTATIONS BY
THE COMPANY. In order to induce the
Investor to enter into and consummate
this Agreement, the Company hereby
warrants to, represents to and covenants with the Investor, with
the intent that
the Investor will rely thereon in entering into this Agreement and
in concluding
the transactions contemplated herein,
that, to the best of the Company's
knowledge, information and belief, after making due inquiry:
(a) upon delivery of the
Purchased Shares the Investor will be the 100%
percent owner of the Purchased Shares
without claim or lien by any
other
party and the Purchased Shares will be
validly issued and
outstanding and fully paid and non-assessable in
the capital of the
Company and
the Purchased Shares will be free and clear of all liens,
charges
and encumbrances and delivered hereby to the Investor
solely
and to the
exclusion of all other parties and claims;
(b) subject to the Investor
qualifying as an accredited investor, there
are no
claims of any nature whatsoever affecting
the rights of the
Company to
transfer and deliver the Purchased Shares to the
Investor
and such
sale will not impose any restrictions,
penalties or other
adverse
effects on the Purchased Shares other than as apply by law
of
general application including any hold periods imposed
by applicable
legislation
or regulator; and
(c) this Agreement constitutes
a legal, valid and binding obligation of
the
Company enforceable against the Company in
accordance with its
terms.
ARTICLE 3
WARRANTIES AND REPRESENTATIONS BY THE INVESTOR
3.1 WARRANTIES AND REPRESENTATIONS BY
THE INVESTOR. In order to induce the
Company to enter into and consummate
this Agreement, the Investor hereby
warrants to, repre
