Exhibit 10.2




 


SHARE PURCHASE
AGREEMENT


 


 


THIS
SHARE PURCHASE AGREEMENT (the “Agreement”)
is made as of June 1st, 2015 (the “Effective Date”),
by and between Soleil Capital L.P., a Delaware limited partnership, ("Soleil LP" and or the "Company") Soleil
Capital Management LLC, a Delaware limited liability company, the general partner of Soleil LP ("Soleil Management"),
with its principal offices at -------------------, California ------- (the “Company”),
and Greg Pan, a natural person and or assigns (the “Purchaser”).


 


IN CONSIDERATION
of the mutual covenants contained in this Agreement, the Company and the Purchaser hereby agree as follows:


 


SECTION 1. 


 


1.1 Sale of
Shares in Tranches. Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Purchaser
and the Purchaser may shall purchase from the Company up to a total of 10,000,000 shares (the “Shares”)
of the Company’s common units representing limited partnership
interests in the Company, (the “Common Units”)
in _____ (__) separate tranches (each, a “Tranche”),
each for the number of Shares (the “Tranche Shares”)
and at the per share purchase price (the “Tranche Purchase
Price”) set forth on Schedule A attached hereto (the “Tranche
Schedule”).


 


1.2 Company’s
Sale of Tranche Shares. The Company shall sell the Tranche Shares of the First Tranche (as defined in the Tranche Schedule)
to the Purchaser within five (5) days of the date of this Agreement (the "First Closing") Thereafter, the Company shall
sell the Tranche Shares of any of the other Tranches, or the Tranche Shares of any two or more of the other Tranches, to the Purchaser
at any time prior to but no later than the dates as set forth in Schedule A, unless as otherwise agreed by the parties hereto.


 


SECTION 2.
Closing of the Purchase of the Shares.


 


2.1 Date,
Time and Place of Closings. Subject to the satisfaction or waiver of the conditions precedent set forth in Sections 2.2
and 2.3, the Closing of the sale and purchase of any Tranche Shares subject to any of the Tranches shall occur at 10:00 a.m. on
the date specified in Exhibit A unless the Company and the Purchaser mutually agree upon a different time or date with respect
to such Closing. Unless otherwise agreed by the Company and the Purchaser, each Closing shall occur at ______________________.


 


2.2 Conditions
to the Obligations of the Purchaser. The obligation of the Purchaser to purchase Tranche Shares at each Closing shall
be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to
the applicable Closing Date:


 


(a)
the representations and warranties of the Company set forth in Section 3 of this Agreement shall be true and correct with the
same force and effect as though expressly




    	1



    	 



    

made
on and as of such Closing Date, except for representations or warranties expressly stated to be made as of a particular date,
which representations and warranties shall be true and correct as of such date;


 


(b)the
Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or
satisfied hereunder at or prior to such Closing Date;


 


(c)
the Company shall have delivered to the Purchaser (i) a certificate executed by the Chairman of the Board or President and the
chief financial or accounting officer of the Company, dated as of such Closing Date, to the effect that the conditions in clauses
(a), (b), (f), (h) and (i) have been satisfied, (ii) a certified copy of the resolutions of the Company’s
Board of Directors (the “Board”)
authorizing the execution and performance of this Agreement, (iii) a certified copy of the Company’s
operating agreement, (iv) a certified copy of the Company’s
certificate of formation.


 


(d)
the Company, hereby warrants and represents to the Purchaser that:


 


(i) the
Company and each of the Subsidiaries (as defined below) are duly incorporated, validly existing and in good standing;


 


(ii)
the Company and each of the Subsidiaries are qualified to do business in each jurisdiction in which such qualification is necessary;


 


(iii)
the Company and each of the Subsidiaries has all requisite corporate power and authority to own or lease its assets and other
properties and to conduct its business as is currently conducted;


 


(iv)
the Company has all requisite corporate power and authority to execute and deliver the Agreement, to sell and issue the applicable
Tranche Shares and to otherwise carry out and perform its obligations under the Agreement;


 


(iv)
the Agreement has been duly and validly authorized, executed and delivered by the Company and that the Agreement constitutes a
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms;


 


(v) the
offer and sale of the applicable Tranche Shares is in compliance with the Securities Act and all rules and regulations promulgated
thereunder and all state securities laws, regulations and requirements;


 


(vi)
all corporate actions necessary on the part of the Company and its directors and unitholders for the execution and delivery of
the Agreement and the performance of the Company’s obligations
thereunder and the sale and issuance of the applicable Tranche Shares has been taken;


 


(vii)
the applicable Tranche Shares, when issued and paid for as provided in the Agreement, will be validly issued, fully paid and nonassessable;


 




    	2



    	 



    

(viii)
the Company is not in violation of any term of its certificate of formation, or its operating agreement;


 


(ix)
the execution, delivery and performance of the Agreement and the sale and issuance of the applicable Tranche Shares will not result
in any violation of the operating agreement of the Company, the provision of any judgment, writ, decree or order applicable to,
or binding upon, the Company or any of the Subsidiaries or any existing contract;


 


(x) to
the best of counsel’s knowledge, there are no actions, proceedings
or investigations pending or threatened against the Company or any of the Subsidiaries before any court or governmental authority
that questions the validity of the Agreement or that could reasonably be expected to result, either individually or in the aggregate,
in a Material Adverse Effect (as defined below) on the Company or any Subsidiary;


 


(xi)
except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the applicable Tranche
Shares, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the
part of the Company is required for the execution and delivery of the Agreement and the sale and issuance of such Tranche Shares;
and


 


(f)
between the Effective Date and the applicable Closing Date, there shall not have occurred any material adverse effect on, or a
material adverse change in, or a group of such effects on or changes in, the business, operations, financial condition, results
of operations, prospects, assets or liabilities (a “Material
Adverse Effect”) on the Company or any Subsidiary;


 


2.3 Conditions
to the Obligations of the Company. The obligation of the Company to sell Tranche Shares at each Closing shall be subject to
the satisfaction of the following conditions, or the waiver of such conditions by the Company, at or prior to the applicable Closing
Date:


 


(a)
the representations and warranties of the Purchaser set forth in Section 3 of this Agreement shall be true and correct with the
same force and effect as though expressly made on and as of such Closing Date, except for representations or warranties made as
of a particular date which representations and warranties shall be true and correct as of such date;


 


(b)
the Purchaser shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed
or satisfied hereunder at or prior to such Closing Date;


 


(c)
the Purchaser shall have delivered to the Company a certificate executed by a duly authorized officer of the Purchaser, dated
as of such Closing Date, to the effect that the conditions in clauses (a) and (b) have been satisfied.


 


2.4 Deliverables


 


		(a)	At
                                         each Closing:



 




    	3



    	 



    

(i) each
of the Company and the Purchaser shall deliver to the other, as applicable, any documents required to be delivered by Sections
2.2 or 2.3 which have not been delivered prior to such Closing;


 


(ii)
the Purchaser shall deliver to the Company an acknowledgment of the applicable Tranche Purchase Price and, in such acknowledgment,
state the date, not to exceed five (5) Business Days following such Closing, on or prior to which the Tranche Purchase Price will
be delivered by the Purchaser to the Company by wire transfer of immediately available funds to an account designated in writing
by the Company at or prior to such Closing; and


 


(iii)
the Company shall deliver to the Purchaser a certificate representing the Tranche Shares being purchased by the Purchaser or shall
cause the Tranche Shares being purchased to be electronically transferred to the Purchaser.


 


(b)
The payment of the Tranche Purchase Price pursuant to subsection (a) above shall be deemed to have been delivered at the Closing
for the purposes hereof.


 


(c)
If a Closing does not occur on a proposed Tranche Closing Date because the conditions specified in Section 2.3 to be fulfilled
by the Purchaser were not satisfied at the time of the applicable proposed Tranche Closing Date, the Closing Date shall be delayed
until the conditions are fulfilled to the satisfaction of the Purchaser. Subsequent Tranche Closing Date(s) shall be unaffected.


 


SECTION 3.
Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, except as
set forth on the Schedule of Exceptions attached hereto as Exhibit A (the “Schedule
of Exceptions”), as follows:


 


3.1 Organization
and Qualification. The Company is a limited partnership duly organized, validly existing and in good standing under the
laws of its jurisdiction of its formation and the Company is qualified to do business in each jurisdiction in which qualification
is required, except where the failure to so qualify would not individually or in the aggregate have a Material Adverse Effect
on the Company.


 


3.2 Subsidiaries.
As of the date hereof, the Company has no subsidiaries.


 


3.3 Outstanding
Common Units.


 


(a)
Company. The Company has ___________ shares issued and outstanding as of the date of this Agreement. All shares have been
duly authorized, have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances. There are
no authorized or outstanding class or series of membership interests, options, warrants, preemptive rights, rights of first refusal
or other rights to purchase any interests in the Company or any equity or debt securities convertible into or exchangeable or
exercisable for limited partnership interests of the Company (collectively, “Share
Equivalents”).


 


(b)
Soleil Management. Soleil Management has no membership interests issued and outstanding




    	4



    	 



    

 


3.4 Issuance,
Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the
manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. No preemptive rights
or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant
to this Agreement. No further approval or authority of the unitholders or the Board will be required for the issuance and sale
of the Shares to be sold by the Company as contemplated herein


 


3.5 Due Execution,
Delivery and Performance of the Agreements. The Company has full legal right, corporate power and authority to carry on
its business as presently conducted and enter into this Agreement and to perform the transactions contemplated hereby. This Agreement
has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by
the Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational
documents of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets
or property of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation
of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed
of trust, lease, franchise, license, indenture, permit or other instrument to which the Company is a party or by which the Company
or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule
or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company
or any of its properties. No consent, approval, authorization or other order of or registration, qualification, designation, declaration
or filing with any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery
and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for compliance
with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming the valid execution hereof
by the Purchaser, this Agreement will constitute the legal, valid and binding obligation of the Company, enforceable in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ rights generally and except as enforceability
may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.


 


3.6 No Actions.
There is no legal or governmental action, suit, arbitration, investigation or proceeding (each, an “Action”)
pending or, to the Company’s knowledge, threatened to which
the Company or any Subsidiary is or may be a party (a) which seeks to prevent or restrain the transactions contemplated by this
Agreement or to recover damages as a result of the consummation of such transactions or (b) which is reasonably likely to have
a Material Adverse Effect on the Company. The Company is not subject to the provisions of any order, writ, injunction, judgment
or decree of any court or government agency or instrumentality. No Action by the Company is currently pending, nor does the Company
intend to initiate any Action, that is reasonably likely to have a Material Adverse Effect on the Company.


 


3.7 Investment
Company. The Company is not an “investment company”
or an “affiliated person”
of, or “promoter”
or “principal underwriter”
for an investment company, within the meaning of the Investment Company Act of 1940, as amended.




    	5



    	 



    

 


3.8 Brokers.
There is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s
fee or other fee or commission as a result of any transactions contemplated by this Agreement.


 


3.9 Books
and Records. The books, records and accounts of the Company accurately and fairly reflect, in reasonable detail, the transactions
in, and dispositions of, the assets of, and the results of operations of, the Company to the extent required by generally accepted
accounting principles. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances
that (a) transactions are executed in accordance with management’s
general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted
only in accordance with management’s general or specific authorization
and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.


 


3.10 SEC Documents.


 


(a)
Reports. The Company is not a party to any material contract, agreement or other arrangement that was required to have been filed
as an exhibit with the Commission that was not so filed.


 


(b)
Financial Statements.


 


3.11 Absence
of Certain Changes. Since April 10, 2015, the business and operations of the Company have been conducted in the ordinary
course consistent with past practice, and there has not been:


 


(a)
any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company with respect to any
membership interests or any repurchase, redemption or other acquisition by the Company of any outstanding common units of the
Company;


 


(b)
any damage, destruction or loss, whether or not covered by insurance, except for such occurrences that have not resulted, and
are not expect to result, in a Material Adverse Effect on the Company or any Subsidiary;


 


(c)
any waiver by the Company of a valuable right or of a material debt owed to it, except for such waivers that have not resulted,
and are not expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company;


 


(d)
any material change or amendment to, or any waiver of any material rights under a material contract or other arrangement, including,
without limitation, any supply or service contract, or the termination of any such contract or arrangement, to which the Company’s
assets or properties is bound or subject, except for changes, amendments or waivers that are expressly provided for or disclosed
in this Agreement or that have not resulted, and are not expected to result, individually or in the aggregate, in a Material Adverse
Effect on the Company;




    	6



    	 



    

 


(e)
any change by the Company in its accounting principles, methods or practices or in the manner in which it keeps its accounting
books and records, except any such change required by a change in GAAP; or


 


(f)
any other event or condition of any character, except for such events and conditions that have not resulted, and are not expected
to result, individually or in the aggregate, in a Material Adverse Effect on the Company.


 


 


3.12 Intellectual
Property.


 


(a)
Ownership or Right to Use. The Company has sole title to and owns, or is licensed or otherwise possesses legally enforceable right
to use, all patents or patent applications, software, know-how, registered or unregistered trademarks and service marks and any
applications therefor, registered or unregistered copyrights, trade names, and any applications therefor, trade secrets or other
confidential or proprietary information (the “Intellectual
Property”) necessary to enable the Company to carry on its
business as currently conducted, except where any deficiency, or group of deficiencies, therein would not have a Material Adverse
Effect on the Company.


 


(b)
Licenses; Other Agreements. The Company is not subject to any exclusive license (whether such exclusivity is temporary or permanent)
to any material portion of the Intellectual Property of the Company or any Subsidiary. There are not outstanding any licenses
or agreements of any kind relating to the Intellectual Property of the Company, obligating it to pay any royalties or other payments
to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any Intellectual Property,
except as it may be so obligated in the ordinary course of its business, as disclosed in the SEC Documents or where the aggregate
amount of such payments could not reasonably be expected to be material.


 


(c)
No Infringement. The Company has not violated or infringed, nor is currently violating or infringing, nor has the Company received
any communication alleging that it has violated or infringed, any Intellectual Property of any other individual or entity, to
the extent that any such violation or infringement, either individually or together with all other such violations and infringements,
would have a Material Adverse Effect on the Company.


 


3.13 Tax Matters.
The Company has filed all material tax returns required to be filed, which returns are true, complete and correct in all
material respects, the Company is not in default in the payment of such taxes, including penalties and interest, assessments,
fees and other charges, shown thereon due or otherwise assessed, other than those being contested in good faith and for which
adequate reserves have been provided or those currently payable without interest that were payable pursuant to such returns or
any assessments with respect thereto.


 


3.14 Full
Disclosure. The information contained in this Agreement, the Schedule of Exceptions and the SEC Documents with respect
to the business, operations, assets, results of operations and financial condition of the Company and the transactions contemplated
by this Agreement are true and complete in all material respects and do not omit to state any




    	7



    	 



    

fact or facts
necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


3.15 Sole
Representations and Warranties. Except for the representations and warranties contained in this Section 3, the Company
makes no representation or warranty to the Purchaser, express or implied, in connection with the transactions contemplated by
this Agreement.


 


SECTION 4.
Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to the Company as follows:


 


4.1 Organization
and Qualification. The Purchaser is a natural person.


 


4.2 Nature
of Purchaser. The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions
with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including
investments in securities issued by the Company. The Purchaser is able to bear the economic risk of loss of the Purchaser’s
entire investment in the Shares.


 


4.3 Review
of Information. The Purchaser has received and reviewed, and has been given the opportunity to ask questions of the Company
with respect to the Existing SEC Documents.


 


4.4 Acknowledgement
of Risks. The Purchaser hereby acknowledges that its investment in the Shares is subject to certain risks and uncertainties,
including those risks and uncertainties set forth under “Risk
Factors” in the Company’s
Form 10-K and Form 10-Q for the three (3) months ended October 31, 2013.


 


4.5 Sole Representations
and Warranties. Except for the representations and warranties contained in this Section 4, the Purchaser makes no representation
or warranty to the Company, express or implied, in connection with the transactions contemplated by this Agreement.


 


4.6. Accredited
Investor.Purchaser is an Accredited Investor as defined in Regulation D of the Securities Act of 1933.


 


4.7 Purchase
for Investment. Purchaser is purchasing the Shares as an investment and not with a view to distribute the Shares.


 


SECTION 5.
Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement,
all covenants, agreements, representations and warranties made by the Company and the Purchaser herein and in the certificates
delivered pursuant hereto shall survive the execution of this Agreement, the delivery to the Purchaser of the Shares being purchased
and the payment therefor. No representation or warranty made by a party shall be limited or modified by knowledge (actual, constructive
or imputed) of the other party as a result of its due diligence investigation or otherwise. A party may not invoke the other party’s
knowledge (actual, constructive or imputed) of facts which might make a representation untrue, inaccurate, incomplete or misleading
as a defense to a claim for breach or failure of a condition.


 




    	8



    	 



    

SECTION 6.
Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class
registered or certified airmail, confirmed facsimile or nationally recognized overnight express courier postage prepaid, and shall
be deemed given when so received and shall be delivered as addressed as follows:


 


(a) if to the
Company, to:


 


Soleil
Capital L.P.


 


 or
to such other person at such other place as the Company shall designate to the Purchaser in writing; and


 


(b) if to Purchaser,
to:


 


Greg
Pan


 


or
to such other person at such other place as the Purchaser shall


designate
to the Company in writing.


 


SECTION 7.
No Recourse. The obligations of the Purchaser under this Agreement are solely the purchase of Shares here under. This
section shall not be construed as to limit the Company's ability, in any way to pursue its legal rights to enforce this agreement
with regard to Shares that have been tendered to Purchaser for which payment has not been made and collected.


 


SECTION 8.
Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company
and the Purchaser.


 


SECTION 9.
Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only
and shall not be deemed to be part of this Agreement.


 


SECTION 10.
Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby.


 


SECTION 11.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without
regard to its conflicts of law principles and the federal law of the United States of America.


 


SECTION 12.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original,
but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other parties.


 


SECTION 13.
Termination by Purchaser


 




    	9



    	 



    

14.1 The Purchaser
may terminate its obligations under Section 1 of this Agreement by oral or written notice to the Company following the occurrence
of one or more of the following:


 


(a)
the Company shall default in any material respect in the performance of any covenant or agreement under this Agreement, which
default shall continue for more than three business days following written notice thereof from the Purchaser;


 


(b)
the representations and warranties of the Company set forth in Section 2 of this Agreement shall not be true and correct in all
material respects as of the date of this Agreement, and on each day thereafter (as if each such date was a Tranche Closing Date),
except for the representations and warranties made as of a particular date which representations and warranties need be true and
correct only as of such date;


 


(c)
the Company shall merge or consolidate with any Person, shall effect any reorganization, or shall sell or substantially all of
its assets, or shall enter into any agreement contemplating the same;


 


(d)
the Closing of the purchase and sale of the Tranche Shares shall not have been completed by December 30, 2016;


 


14.2 The termination
by the Purchaser of its obligations under Section 1 of this Agreement shall not terminate any liability for any breach or default
by any party in any representation, warranty, covenant or agreement occurring prior to the date of such termination. In addition,
such termination shall not terminate any of the obligations or agreements of either party under Sections 6.1 and 6.3 of this Agreement.


 


 


 


 


 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day
and year first above written.


 


 


COMPANY:


 


 


SOLEIL CAPITAL L.P.


June 1st, 2015


By: /s/ Kevin Frija


Name: Kevin Frija


Title: Manager of Soleil Capital Management
LLC, it's General Partner


 


PURCHASER:


 


Greg Pan


 


By: /s/ Greg Pan


Name: Greg Pan


A natural person




    	10



    	 



    

 


 


 


 


SCHEDULE A


 


TRANCHE SCHEDULE


 


 


Tranche


Number of Tranche Shares to be Purchased
Purchaser


Purchase


Price


 


First Tranche by May 5th
2016


2,000,000 shares


$20,000.00 ($0.01 per share)


 


Second Tranche by July 5th
2016


2,000,000 shares


$20,000.00 ($0.01 per share)


 


 


Third Tranche by September 5th
2016


2,000,000 shares


$20,000.00 ($0.01 per share)


 


 


Fourth Tranche by November 5th
2016


2,000,000 shares


$20,000.00 ($0.01 per share)


 


 


Fifth Tranche by January 5th
2017


 


2,000,000 shares


$20,000.00 ($0.01 per share)






    	11