STOCK REPURCHASE AGREEMENTStock Repurchase Agreement |
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Red Carpet Entertainment, Inc | Venture Beverage Company. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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STOCK REPURCHASE AGREEMENT
This
Stock Repurchase Agreement (this “Agreement”) is
made and entered into effective as of December 12, 2007, by
and between Red Carpet Entertainment, Inc., a Nevada
corporation (the “Company”), and Christopher
Johnson and Lissa Johnson (collectively, the
“Stockholder”).
WHEREAS,
the Stockholder is the record and beneficial owner of a total
of 20,707,500 shares (the “Shares”) of the
Company’s common stock (post- 8.25-for-1 forward stock
split), par value $0.001 per share (the “Common
Stock”);
WHEREAS,
the Board of Directors of the Company has approved a proposed
short-form merger agreement (the “Other
Agreement”), pursuant to which the Company shall merge
with its wholly-owned subsidiary, which Venture Beverage
Company, a Nevada corporation, previously merged into;
and
WHEREAS,
the Stockholder desires to sell to the Company and the Company
desires to purchase from Stockholder all of the Shares for an
aggregate purchase price of Sixty Thousand U.S. Dollars
(US$60,000.00) (the “Purchase
Price”).
NOW,
THEREFORE, in consideration of the foregoing recitals and the
mutual agreements set forth herein, the parties hereto agree
as follows:
1.
Purchase of Shares .
Upon the terms and subject to the conditions set forth in this
Agreement, at Closing, Stockholder shall sell, transfer and deliver
to the Company, and the Company shall purchase and accept from
Stockholder, all of the Shares, free and clear of any and all
charges, mortgages, pledges, security interests, restrictions,
claims, liens, encumbrances or exceptions to title of any kind
(collectively, “Liens”). At the Closing, Stockholder
shall deliver to the Company the certificate or certificates
representing the Shares, duly executed for transfer, or accompanied
by stock powers duly executed in blank (with a medallion guarantee
or such other evidence of signature as the Company’s transfer
agent may require) transferring the Shares to the
Company.
2.
Payment of Purchase Price .
At
the Closing, the Company shall pay to Stockholder the Purchase
Price in good and immediately available funds.
3.
Closing .
Subject to the satisfaction or waiver of the conditions set
fort
