360 SPORTS, INC.

 COMMON STOCK PURCHASE AGREEMENT

 

 This Common Stock Purchase Agreement (this “Agreement”) is made and entered as of April 18, 2019 (the “Effective Date”) by and among 360 Sports, Inc., a Delaware corporation (the “Company”), and the undersigned person or entity set forth on the signature page and Exhibit A attached hereto (such person or entity the “Purchaser”).

Recitals

Whereas, the Company has authorized the sale and issuance of an aggregate of $ ___________ shares of its Common Stock (the “Shares”) registered with the U.S. Securities and Exchange Commission pursuant to Tier 1 of Regulation A under the Securities Act of 1933, as amended; and

Whereas, Purchasers desire to purchase the Shares on the terms and conditions set forth herein; and

Whereas, the Company desires to issue and sell the Shares to Purchasers on the terms and conditions set forth herein.

Agreement

Now, Therefore, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

  1. Agreement To Sell And Purchase.
    • Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchasers of the Shares.  The Shares shall have only those rights, preferences, privileges and restrictions set forth in the Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Charter”).
    • Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as hereinafter defined), the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, the number of Shares set forth opposite such Purchaser’s name on Exhibit A, at a purchase price of one U.S. Dollars ($1.00) per share.
  2. Closing, Delivery And Payment.
    • Closing. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) shall take place at 10:00 a.m. on the date hereof, at the offices of the Company or at such other time or place as the Company and Purchasers may mutually agree (such date is hereinafter referred to as the “Closing Date”).  Any and all Closings hereunder may be consummated remotely.
    • Delivery. At the Closing, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a receipt indicating the number of Shares to be purchased at the Closing by such Purchaser, against payment of the purchase price therefor by check, wire transfer made payable to the order of the Company, cancellation or conversion of indebtedness or any combination of the foregoing.  For the sake of clarity, all Shares shall be uncertificated and shall be recorded via book-entry or ledger-entry in the books and records of the Company or with the transfer agent of the Company.  In the event that payment by a Purchaser is made, in whole or in part, by cancellation or conversion of indebtedness, then such Purchaser shall surrender to the Company for cancellation or conversion at the Closing any evidence of such indebtedness or shall execute an instrument of cancellation or conversion in form and substance acceptable to the Company.
  3. Representations And Warranties Of The Company.

Except as set forth in the offering circular attached hereto as Exhibit C (the “Offering Circular”) delivered by the Company to Purchasers at the Closing, the Company hereby represents and warrants to each Purchaser as of the date of this Agreement as set forth below.

  1. Representations And Warranties Of Purchasers.

Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as follows (provided that such representations and warranties do not lessen or obviate the representations and warranties of the Company set forth in this Agreement):

  1. Conditions To Closing.
    • Conditions to Purchasers’ Obligations at the Closing. Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:
      • Representations and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.
      • Legal Investment. On the Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.
      • Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to Purchasers, and Purchasers shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.
    • Conditions to Obligations of the Company. The Company’s obligation to issue and sell the Shares at each Closing is subject to the satisfaction, on or prior to such Closing, of the following conditions:
      • Representations and Warranties True. The representations and warranties in Section 4 made by those Purchasers acquiring Shares shall be true and correct in all material respects at the date of the Closing, with the same force and effect as if they had been made on and as of said date.
      • Performance of Obligations. Such Purchasers shall have performed and complied with all agreements and conditions herein required to be performed or complied with by such Purchasers on or before the Closing.
  1. Miscellaneous.
    • Governing Law; Jury Trial Waiver. This Agreement shall be governed by and construed and enforced in accordance with the U.S. federal securities laws, rules and regulations together with the internal laws of the State of Delaware (without regard to such state’s conflict of laws or choice of law rules and principals) and shall be binding upon the parties hereto in the United States and worldwide.  Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the state court of general commercial jurisdiction within the State of Delaware in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein or any other matter relating to the equity interests of the Purchasers in the Company (whether based on breach of contract, tort, breach of duty or any other theory) except in such courts.  Each of the parties waives any objection that it may have to the conduct of any action or proceeding in such court based on improper venue or forum non conveniens, waives personal service of any and all process upon it, and consents that all service of process may be made by mail or courier service directed to it at the address set forth herein and that service so made shall be deemed to be completed upon the earlier of actual receipt or five (5) days after the same shall have been posted.  Nothing contained in this Section 6.1 shall affect the right of any Party hereto to serve legal process in any other manner permitted by law.  In any action or proceeding commenced in connection with this Agreement each party hereby expressly and IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY.
    • Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby.  All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.  The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by Purchasers, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, Purchasers or any of its representatives.
    • Entire Agreement. This Agreement, the exhibits and schedules hereto, the Related Agreements and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein.
    • Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law or, if for any reason it is not deemed so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof or any other such provision being prohibited or invalid.
    • Amendment and Waiver. This Agreement may be amended or modified, and the obligations of the Company and the rights of the holders of the Shares and the Conversion Shares under the Agreement may be waived, only upon the written consent of the Company and holders of a majority of the Shares purchased or agreed to be purchased pursuant to this Agreement (treated as if converted and including any Conversion Shares into which the then outstanding Shares have been converted that have not been sold to the public).
    • Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, the Related Agreements or the Charter, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring.  It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement, the Related Agreements or under the Charter or any waiver on such party’s part of any provisions or conditions of the Agreement, the Related Agreements, or the Charter must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement, the Related Agreements, the Charter, by law, or otherwise afforded to any party, shall be cumulative and not alternative.
    • Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the Company at its principal headquarters and to Purchaser at the address set forth on Exhibit A attached hereto or at such other address or electronic mail address as the Company or Purchaser may designate by 10 days’ advance written notice to the other parties hereto.
    • Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement.
    • Costs and Attorneys’ Fees. In the event that any action, suit or other proceeding is instituted based upon or arising out of this Agreement or the matters contemplated herein or any other matter relating to the equity interests of the Purchasers in the Company (whether based on breach of contract, tort, breach of duty or any other theory), the substantially prevailing party shall recover all of such party’s costs (including, but not limited to expert witness costs) and reasonable attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.
    • Titles and Subtitles. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
    • Broker’s Fees. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein.  Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 6.11 being untrue.
    • Exculpation Among Purchasers. Purchaser acknowledges that it is not relying upon any person, firm, or corporation, other than the Company by virtue of the Offering Circular,  in making its investment or decision to invest in the Company.  Purchaser agrees that no other purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any other purchaser shall be liable to Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares or this Agreement.
    • Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.
    • Entire Agreement. This Agreement, the exhibits and schedules hereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein.  No course of performance or other conduct subsequently pursued or acquiesced in, and no oral agreement or representation subsequently made by the parties hereto, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall amend this Agreement or impair or otherwise affect any obligation pursuant to this Agreement or any rights and remedies pursuant to this Agreement. No amendment to this Agreement shall be effective unless made in writing duly executed by all parties and specifically referring to each provision of this Agreement being amended thereby.
    • Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, shall be deemed to constitute one and the same document.  A manual signature affixed to this letter whose image shall have been transmitted via facsimile, e-mail or other customary electronic means will constitute an original signature for all purposes.

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            In Witness Whereof, the parties hereto have executed this Common Stock Purchase Agreement intending to be bound by the terms and conditions hereof as of the Effective Date.

 

PURCHASER:

 

(If Entity)                                                                    (If Individual)

 

 

_______________________________                      _________________________________

Entity Name                                                                Signature

 

By:      _________________________                      _________________________________

Name:                                                                          Print Name

Title:

 

 

COMPANY:

 

360 Sports, Inc.

 By:      ____Robert F. Licopoli________

Name:  Robert F. Licopoli

Title:    CEO

 

Wire Information:

360 Sports, Inc.

C/O Robert Licopoli

*TD Ameritrade
Park Avenue, NY, NY 100

Routing #: 121000248

Acc #: 412321 4561

 

For benefit of:

TD Ameritrade

360 Sports, Inc.

C/O Robert Licopoli

Acct: 868561946

 

Exhibit A

purchased Shares

 

Name and Address Shares Aggregate
Purchase Price
Name: ________________________________

 

 

 

Address:

 

 ______________________

 

______________________

[       ] [$             ]

 

 

Exhibit B

Charter

 

Our corporate charter is a written document filed with the state of Delaware by the founders of 360 Sports, Inc.  Our Corporate Charter details the major components of our company including our objectives, structure and planned operations. The Charter was filed in September of 2015.

 

Exhibit C

Offering Circular

The most up to date offering circular contains the necessary due diligence information for the company.  It can be seen anytime by searching for 360 Sports, Inc. at the following link:

https://www.sec.gov

If for any reason the link does not work, please visit the SEC.gov website and search for 360 Sports, Inc.  This circular and all other SEC related filings can be found online at any time you have an active internet connection.

360 Sports, Inc. has chosen Vstock Transfer as the official transfer agent for the certification of our company shares.  Although it is not necessary to obtain a paper stock certificate, we have provided instructions on how to do so.

For all issuances of paper stock certificates, please contact the transfer agent directly using the information below. Also, please be advised normal processing time is 2-3 business days, unless a rush is requested and is processed same day. Please be advise that there may be charges up to $75 per issuance.

360 Sports, Inc. hopes to become DTC eligible. Please speak to your financial advisor about registering your shares with him or her.

360SportsX.com
244 5th Avenue
Suite R260

New York, NY 10001
Office: -719-1360 9 – 5 PM EST

 

Shareholder transactions can be managed by creating an account and logging into the website at 360SportsX.com.