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EXHIBIT 10.17
STOCK PURCHASE AGREEMENT
STOCK PURCHASE
AGREEMENT (this "AGREEMENT"), dated as of October 22,
2008, and is by and between Omega LLC (the Buyer") and Seamless
Corp. the
Seller").
RECITALS
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1. The Seller will
cause the issuance of 34,700 shares of Preferred A
shares of stock, par value $.001 per share (the "SHARES"), of
Seamless Corp., a
Nevada corporation (the "ISSUER").
2. The Buyer
desires to purchase from the Seller, and the Seller
desires to sell, transfer and assign to the Buyer, the Seller's
entire right,
title and interest in and to the Shares, in accordance with the
terms and
conditions set forth herein.
NOW, THEREFORE, in
consideration of the representations, warranties and
agreements contained herein and for other good and valuable
consideration, the
receipt and legal adequacy of which is hereby acknowledged, the
parties agree:
1. AGREEMENT TO
PURCHASE SHARES. The Buyer hereby agrees to purchase,
and the Seller hereby agrees to sell, the Shares pursuant to the
terms and
conditions set forth herein. The aggregate purchase price of the
Shares being
sold to the Buyer hereunder is $26,700 (the "PURCHASE PRICE"). The
closing under
this Agreement shall occur upon delivery by facsimile of executed
signature
pages of this Agreement and all other documents, instruments and
writings
required to be delivered pursuant to this Agreement to the offices
of Omega LLC
(the "CLOSING") at such time and place or on such date as the Buyer
and the
Seller may agree upon. Each party shall deliver all documents,
instruments and
writings required to be delivered by such party pursuant to this
Agreement at or
prior to the Closing.
2. DELIVERY OF
COMMON SHARES TO THE BUYER. On or prior to the Closing,
the Seller shall deliver the shares of Preferred A shares of stock,
(the
"SECURITIES"), and the Seller shall deliver the to the Buyer's as
per Buyers
instruction to Omega LLC, the Buyer shall deliver to the Seller the
Purchase
Price via certified funds or as agree to as per written
instructions provided to
the Buyer by the Seller.
3.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. The Buyer
represents and warrants to the Seller, and covenants for the
benefit of the
Seller, as follows:
(a) The Buyer is not "accredited investor" as defined under
Rule 501 of Regulation D promulgated under the Securities Act of
1933, as
amended (the "SECURITIES ACT");
(b) The Buyer is acquiring the Securities for its own account
and not with a view to any distribution of the Securities in
violation of the
Securities Act;
(c) The Buyer represents that it has been furnished with all
documents and other information regarding the Issuer that the Buyer
had
requested or desired to know and all other documents which could be
reasonably
provided have been made available for the Buyer's inspection and
review;
(d) This Agreement constitutes a valid and binding agreement
and obligation of the Buyer enforceable against the Buyer in
accordance with its
terms, subject to limitations on enforcement by general principles
of equity and
bankruptcy or other laws affecting the enforcement of creditors'
rights
generally; and
(e) This Agreement has been duly authorized, validly executed
and delivered on behalf of the Buyer, and the Buyer has full power
and authority
to execute and deliver this Agreement and the other agreements and
documents
contemplated hereby and to perform its obligatio
