Unassociated Document


    AGREEMENT

    


    This
      AGREEMENT (the “Agreement”) is made as of the 7th
      day of
      November, 2007, by and between:

    


    
      	 	
              Jacob
                Perry,
                a
                businessman having an address for notice and delivery located at
                33
                Hanesher Street, Raanana 43726,
                Israel.

            


    

    (the
      “Seller” ) 

     

    and

    


    
      	 	
              Jana
                Whitlock,
                a
                businesswoman having an address for notice and delivery located at
                43
                Pireos Street, Ano Voula, Athens,
                Greece.

            


    

    (the
      “Purchaser”). 

    


    


    RECITALS:

    


    FIRST,
      Seller is
      the
      owner of an aggregate of 2,500,000 restricted shares of common stock of
      Shopper’s Wallet, Inc., a Nevada corporation (the “Company”);

     

    SECOND,
      Seller desires
      to sell 2,500,000 restricted shares of common stock of the Company (the
“Shares”) to the Purchaser on the terms and conditions provided for in this
      Agreement.

     

    THIRD,
      Purchaser desires to purchase the Shares from the Seller on the terms and
      conditions provided for in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants and
      agreements hereinafter set forth, the parties hereto agree as
      follows:

    


    I.
      SALES OF THE SHARES.

     

    1.01 Shares
      being Sold.
      Subject
      to the terms and conditions of this Agreement, the Seller is selling, assigning,
      and delivering the Shares to the Purchaser at the closing provided for in
      Section 1.03 hereof (the “Closing”), free and clear of all liens, charges, or
      encumbrances of whatsoever nature.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1.02 Consideration.
      Seller
      acknowledges that Purchaser is purchasing the Shares for consideration of
      US$25,000 which shall be delivered to the Seller at the Closing.

     

    1.03 Closing.
      The
      Closing of the transactions provided for in this Agreement is taking place
      on or
      before November 19, 2007 and no sooner than after the tenth day after the filing
      of a Schedule 14F-1 with the SEC on EDGAR and the mailing of such Schedule
      14F-1
      to the registered shareholders of the Company. At the Closing, the Seller will
      deliver to the Purchaser duly endorsed stock certificates representing the
      Shares. Concurrently therewith, the Purchaser will deliver US$25,000 to the
      Seller for the purchase of the Shares. 

    


    II.
      REPRESENTATIONS AND WARRANTIES BY THE SELLER.

     

    The
      Seller hereby represents and warrants to the Purchaser that to the best of
      the
      Seller’s knowledge, with the intent that the Purchaser will rely on these
      representations and warranties in entering into this Agreement, and in
      concluding the purchase and sale contemplated by this Agreement,
      that:

     

    2.01 Organization,
      Capitalization, etc.

     

    (a)
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the state of Nevada, and is qualified in no other
      state.

     

    (b)
      The
      authorized capital stock of the Company consists of 100,000,000 shares of common
      stock with a par value of $0.0001 per share and 50,000,000 shares of preferred
      stock with a par value of $0.0001 per share. As of the date of this Agreement,
      7,333,333 shares of common stock are validly issued and outstanding, fully
      paid
      and non-assessable. There are no outstanding options or other agreements of
      any
      nature whatsoever relating to the issuance by the Company of any shares of
      its
      capital stock.

     

    (c)
      The
      Company has the corporate power and authority to carry on its business as
      presently conducted.

     

    2.02 No
      Violation.
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will constitute a violation or default under
      any term or provision of the Articles of Incorporation or Bylaws of the Company,
      or of any contract, commitment, indenture, other agreement or restriction of
      any
      kind or character to which the Company or the Seller is a party or by which
      the
      Company or the Seller is bound.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.03 Authority.
       The
      Seller has the power and authority to execute and deliver this Agreement, to
      perform its obligations hereunder and to consummate the transactions
      contemplated hereby. This Agreement has been duly executed and delivered by
      the
      Seller and
      constitutes a valid and binding instrument, enforceable in accordance with
      its
      terms.

     

    2.04 Title
      to the Shares.
      The
      Seller is the sole legal and beneficial owner of the Shares in the Company
      and
      has good and marketable title thereto. All of the Shares owned by the Seller
      are
      owned free and clear of any liens, claims, options, charges, or encumbrances
      of
      whatsoever nature. The Seller has the unqualified right to sell, assign, and
      deliver the Shares, and, upon consummation of the transactions contemplated
      by
      this Agreement, the Purchaser will acquire good and valid title to the Shares,
      free and clear of all liens, claims, options, charges, and encumbrances of
      whatsoever nature. The Purchaser acknowledges that the Shares being acquired
      from the Seller are restricted securities so that such Shares will have trading
      restrictions.

     

    2.05 Control
      Shares.
      The
      Certificates representing the Shares delivered pursuant to this Agreement are
      owned by an affiliate of the Company and accordingly are restricted securities
      as that term is defined in Rule 144 of the Securities Act of 1933 (the “Act”).
      As such, upon transfer of the Shares to the Purchaser, the Purchaser will begin
      a new holding period as set forth in Rule 144 and the Shares may not be resold
      without registration or pursuant to an exemption from registration for the
      holding period set forth in Rule 144. Accordingly, certificates issued to the
      Purchaser will contain an appropriate restrictive legend. 

     

    2.06 Undisclosed
      Liabilities.
      Except
      to the extent reflected in the balance sheet of the Company, the Company, as
      of
      that date, had no material liabilities or material obligations of any nature,
      whether absolute, accrued, contingent, or otherwise and whether due or to become
      due. Further, the Seller does not know or has no reasonable ground to know
      of
      any basis for the assertion against the Company of any material liability or
      material obligation as of September 30, 2007, of any nature or in any amount
      not
      fully reflected or reserved against in the financial statements.

     

    2.07 Tax
      Returns.
      The
      Company has duly filed all tax reports and returns required to be filed by
      it
      and has fully paid all taxes and other charges claimed to be due from it by
      federal, state, or local taxing authorities (including without limitation those
      due in respect of its properties, income, franchises, licenses, sales, and
      payrolls); there are no liens upon any of the Company’s property or assets;
      there are not now any pending questions relating to, or claims asserted for,
      taxes or assessments asserted against the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.08 Title
      to Properties; Encumbrances.
      The
      Company has good and marketable title to all of its properties and assets,
      real
      and personal, tangible and intangible. 

     

    2.09 No
      Claims; Indemnity.
      There
      are currently no claims or lawsuits threatened or pending against the Company
      or
      the Seller as the owner of its shares, and Seller is unaware of any conditions
      or circumstances that would lead to or justify the filing of any claim or
      lawsuit. If, after the consummation of this transaction and the transfer of
      the
      Shares from the Seller to the Purchaser any claim or lawsuit shall be filed
      against the Company or the Purchaser (as
      the
      owner of the Shares), arising out of any circumstances whatsoever prior to
      transfer of the shares,
      the
      Seller shall defend, indemnify and hold the Purchaser harmless from and against
      any and all such claims or lawsuits or any awards or judgments granted
      thereunder.

     

    2.10 Affiliate.
      The
      Seller is, or has been during the past ninety (90) days, an officer, director,
      10% or greater shareholder or “affiliate” of the Company, as that term is
      defined in Rule 144 promulgated under the Act.

    


    III.
      REPRESENTATIONS AND WARRANTIES BY THE PURCHASER.

     

    The
      Purchaser hereby represents and warrants to the Seller that to the best of
      the
      Purchaser’s knowledge, with the intent that the Seller will rely on these
      representations and warranties in entering into this Agreement, and in
      concluding the purchase and sale contemplated by this Agreement,
      that:

     

    3.01 Representations
      Regarding the Acquisition of the Shares.

     

    (a)
      The
      undersigned Purchaser understands that the SHARES HAVE NOT BEEN APPROVED OR
      DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY
      STATE
      OR FOREIGN SECURITIES AGENCIES;

     

    (b)
      The
      Purchaser is not an underwriter and is acquiring the Seller’s Shares solely for
      investment for the account of the Purchaser and not with a view to, or for,
      resale in connection with any distribution within the meaning of the federal
      securities act, the state securities acts or any other applicable
      laws;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)
      The
      Purchaser understands the speculative nature and risks of investments associated
      with the Company and confirms that the Shares are suitable and consistent with
      his investment program and that his financial position enables him to bear
      the
      risks of this investment;

     

    3.02 Authority.
      The
      Purchaser has
      the
      power and authority to execute and deliver this Agreement, to perform his
      obligations hereunder and to consummate the transactions contemplated hereby.
      This Agreement has been duly executed and delivered by the Purchaser and
      constitutes a valid and binding instrument, enforceable in accordance with
      its
      terms.

     

    3.03 No
      Violation.
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will constitute a violation or default under
      any term or provision of any contract, commitment, indenture, other agreement
      or
      restriction of any kind or character to which the Purchaser is a party or by
      which the Purchaser is bound.

     

    3.04 Rule
      144 Restriction.
      The
      Purchaser hereby agrees that such shares are restricted pursuant to Rule 144
      and
      therefore subject to Rule 144 resale requirements. 

     

    3.05 Restricted
      Period.
      The
      Purchaser understands and agrees that offers and sales of any of the Shares
      prior to the expiration of a period of one year after the date of completion
      of
      the transfer of the Shares (the “Restricted Period”) as contemplated in this
      Agreement shall only be made in compliance with the safe harbor provisions
      set
      forth in Regulation S, or pursuant to the registration provisions of the
      Securities Act or pursuant to an exemption therefrom, and that all offers and
      sales after the Restricted Period shall be made only in compliance with the
      registration provisions of the Securities Act or an exemption
      therefrom;

    


    IV.
      SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.

     

    4.01 Survival
      of Representations.
      All
      representations, warranties, and agreements made by any party in this Agreement
      or pursuant hereto shall survive the execution and delivery hereof for a period
      of one (1) year from and after the Closing.

     

    4.02 Indemnification.
      The
      Seller agrees to indemnify the Purchaser and hold him harmless from and in
      respect of any assessment, loss, damage, liability, cost, and expense
      (including, without limitation, interest, penalties, and reasonable attorneys’
fees) in excess of $5,000.00 in the aggregate, imposed upon or incurred by
      the
      Purchaser resulting from a breach of any agreement, representation, or warranty
      of the Seller. Assertion by a party to their right to indemnification under
      this
      Section 4.02 shall not preclude the assertion by the parties of any other rights
      or the seeking of any other remedies against the opposing party.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    V.
      MISCELLANEOUS.

     

    5.01 Expenses.
      All
      fees and expenses incurred by the Purchaser and Seller in connection with the
      transactions contemplated by this Agreement shall be borne by the respective
      parties hereto.

     

    5.02  Further
      Assurances.
      From
      time to time, at the Purchaser’s request and without further consideration, the
      Seller, at his expense, will execute and transfer such documents and will take
      such action as the Purchaser may reasonably request in order to effectively
      consummate the transactions herein contemplated.

     

    5.03  Entire
      Agreement.
      This
      Agreement contains all of the terms agreed upon by the parties with respect
      to
      the subject matter hereof. This Agreement supersedes all prior agreements and
      understandings between the parties with respect to the subject matter hereof.
      This Agreement may be amended only by a written instrument duly executed by
      the
      parties hereto or their respective successors or assigns.

     

    5.04  No
      Assignments.
      Neither
      party may assign nor delegate any of its rights or obligations hereunder without
      first obtaining the written consent of the other party.

     

    5.05  Headings.
      The
      section and paragraph headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretations
      of
      this Agreement.

     

    5.06  Severability.
      In the
      event that any term, covenant, condition or other provision contained herein
      is
      held to be invalid, void or otherwise unenforceable by any court of competent
      jurisdiction, the invalidity of any such term, covenant, condition, provision
      or
      Agreement shall in no way affect any other term, covenant, condition or
      provision or Agreement contained herein, which shall remain in full force and
      effect. 

     

    5.07  Governing
      Law.
      The
      situs of this Agreement is the State of Nevada, and for all purposes this
      Agreement will be governed exclusively by and construed and enforced in
      accordance with the laws and Courts prevailing in the State of Nevada, without
      regard to its conflict-of-laws rules.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.08  Notices.
      All
      notices, requests, demands, and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if delivered or mailed
      (registered or certified mail, postage prepaid, return receipt requested) as
      follows:

    

      
        	
                If
                  to the Seller: 

              	
                Jacob
                  Perry

              
	 	
                33
                  Hanesher Street

              
	 	
                Raanana
                  43726

              
	 	
                Israel

              
	
                 

              	 
	
                If
                  to the Purchaser:

              	
                 Jana
                  Whitlock

              
	 	
                43
                  Pireos Street

              
	 	
                Ano
                  Voula, Athens

              
	 	
                Greece

              


      

    

    


    5.09  Effect.
      In the
      event any portion of this Agreement is deemed to be null and void under any
      state, provincial, or federal law, all other portions and provisions not deemed
      void or voidable shall be given full force and effect.

     

    5.10  Gender
      and Number.
      Words
      importing a particular gender mean and include the other gender and words
      importing a singular number mean and include the plural number and vice versa,
      unless the context clearly indicated to the contrary.

     

    5.11  Counterparts.
      This
      Agreement may be executed simultaneously in several counterparts, each of which
      shall be deemed an original, but all of which together shall constitute one
      and
      the same instrument. Facsimile signatures are acceptable and deemed original
      signatures.

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed and delivered by the Seller and the Purchaser,
      on the date first above written.

     

    SELLER:

    


       
      /s/ Jacob
      Perry                              


    JACOB
      PERRY

    


    


    PURCHASER:

    


      
      /s/ Jana
      Whitlock                          


    JANA
      WHITLOCK