Securities Purchase Agreement (2018)Full Document 

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SECURITIES PURCHASE AGREEMENT

BETWEEN

NVC FUND, LLC

(as Seller)

AND

CHERUBIM INTERESTS, INC.

(as Buyer)

January 9, 2018


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TABLE OF CONTENTS

Page

1.

Definitions.

3

2.

Purchase and Sale of Trust Units.

4

3.

Representations and Warranties Concerning Transaction.

5

4.

Post-Closing Covenants.

6

5.

Indemnification.

6

6.

Tax Matters.

7

7.

Miscellaneous.

7

Exhibit A – Trust Unit

Exhibit B – Financial Statements


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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into as of the 9th day of January, 2018, by and between Cherubim Interests, Inc., a Wyoming corporation (“Buyer”), and NVC FUND, LLC (“NVC” or “Seller”). Buyer and Seller are referred to herein individually as a “Party” and collectively as the “Parties.

R E C I T A L S

WHEREAS, Seller is the issuer of Trust Units in the amount and form set forth in Exhibit “A” attached hereto (hereafter, the “Trust Units”).

WHEREAS, Buyer desires to purchase, and Seller desires to sell the Trust Units on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

1.Definitions.

Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, diminution of value, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, taxes, liens, losses, expenses, and fees, including costs of investigation and defense and court costs and reasonable attorneys’ fees and expenses.

Affiliate” means, with respect to any Party to this Agreement, any Person who (x) controls, (y) is controlled by, or (z) is under common control, with such Party.

Buyer” has the meaning set forth in the preface above.

Closing” has the meaning set forth in Section 2(c) below.

Closing Date” has the meaning set forth in Section 2(c) below.

Confidential Information” means any information concerning the businesses and affairs of the Parties, including the transactions contemplated by this Agreement, that is not already generally available to the public.

Financial Statements” means, collectively, the (A) Audited balance sheet and profit and loss statement of Seller for the Six-Month Period Ended June 30, 2017, and for the Years Ended December 31 2014, 2015 and 2016 and (B) Audited balance sheet and profit and loss statement of the Buyer for the Period Ended May 31, 2017, attached hereto as Exhibit “B”.

Governmental Authority” shall mean shall mean any federal, state, municipal, or other political subdivision, department or agency thereof and any other Person exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

Indemnified Party” has the meaning set forth in Section 5(e) below.

Indemnifying Party” has the meaning set forth in Section 5(e) below.

Liability” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

Lien” means any mortgage, pledge, lien, encumbrance, charge, or other security interest.

Party” has the meaning set forth in the preface above.

Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a Governmental Authority.

Securities Act” has the meaning set forth in Section 3(a) below.


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Seller” has the meaning set forth in the preface above.