Exhibit
10.12


 


COMMON
STOCK REPURCHASE AGREEMENT


 


This
Common Stock Repurchase Agreement (“Agreement”) is made this 16th day of September 2016 (the “Effective Date”),
by and between EZJR, Inc., a Nevada corporation (the “Company”) and one individual and two companies, as follows:
(a) Admaxofferes.com, a Limited Liability Corporation (“Admax”), of which Brenda Zimbardi has sole dispositive and
voting power over shares held by Admax; (b) Edward Zimbardi (“Zimbardi”) who has sole dispositive and voting power
over his shares; (c) Blanco Management Corp (“Blanco”), of which Edward Zimbardi has sole dispositive and voting power
over the shares held by Blanco. Admax, Zimbardi and Blanco are collectively referred to herein as the “Sellers”.


 


WHEREAS,
the Company wishes to purchase and the Sellers wish to sell 300,000 shares currently held by Admax, and


 


WHEREAS,
upon the buyback of the Shares, the Company will retire the Shares to the Company’s treasury, and


 


WHEREAS,
the stock repurchases by the Company shall be referred to herein as the “Stock Repurchase” or “Stock Repurchases”),


 


NOW,
THEREFORE, the Company and the Sellers hereby agree as follows:


 


1.
Whereas Clauses


 


The
above Whereas Clauses are incorporated herein as terms of the Agreement.


 


2.
Sale of the Shares by the Sellers and Repurchase of the Shares by the Company


 


(a)
Within 10 days of the execution of this Agreement, the Sellers shall sell and the Company shall repurchase (buyback) the 300,000
Shares from Admax.


 


(b)
The Company’s repurchase of the Shares from the Seller shall be on a negotiated basis between the Company and the Seller.


 


(c)
The purchase of the Shares by the Company from the Sellers shall not involve any open market transactions and will strictly constitute
private transactions between the Company and the Sellers.


 


(d)
Retirement of the Stock


 


The
Company agrees to retire each Share Repurchase to the Company’s treasury.


 


(d)
Repurchase of Shares from Admax


 


Admax


 


The
Company will repurchase and Admax shall sell a total of 300,000 shares at twenty (20) cents per shares for an aggregate sum of
$60,000 pursuant to a note payable (the “Note Payable”) by the Company to Admax in twelve $5,000 payments beginning
on date of the deliverance of the stock on the first of each month thereafter. The Note Payable shall be non-interest bearing.
The Note Payable is attached hereto as Exhibit A. It is understood that Admax, Zimbardi and Blanco are currently negotiating a
private sale of stock to an existing shareholder and that this sale will be completed within one month from the date of this agreement.
After the completion of this sale, Admax, Zimbardi and Blanco will collectively own 1,500,000 shares.


 




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3.
Retirement of the Stock


 


The
Company shall retire all of the Shares resulting from the repurchase of the Shares from Admax.


 


4.
Share Lockup


 


Subsequent
to the Company’s repurchase of the Shares by EZJR and the private sale to the shareholder, Admax, Zimbardi and Blanco agree:


 


(a)
Not to sell any remaining shares (the “Lockup Shares”) then held for a period of one year from the date of the repurchase
(the “Lockup Period”).


 


(b)
Not to sell and of the Lockup Shares or other securities of the Company that they may acquire.


 


(c)
Not to transfer, assign or otherwise dispose of any of the Lock Up Shares during the Lock Up Period.


 


(d)
Not to pledge, hypothecate, mortgage or otherwise create a lien on or pertaining to any of the Lockup Shares.


 


(e)
Not to loan to any person any of the Lockup shares or other of the Company’s securities during the lockup period.


 


(f)
Not to sell short the Lockup shares or otherwise affect short sales pertaining to any Lockup shares or other of the Company’s
securities


 


(g)
Not to acquire a put option or grant a call option with respect to the Lockup shares or other of the Company’s securities
during the Lockup Period.


 


(h)
Not to enter into agreement, arrangement or otherwise concerning directly or indirectly pertaining to the prohibited foregoing
transactions, or otherwise facilitate any other person or agent conducting any of the foregoing prohibited transactions.


 


5.
Term of the Agreement 


 


With
the exception of the 300,000 Shares pursuant to 2e above, the Company is authorized to commence and complete purchasing the Shares
within 10 days of the execution of this Agreement (the “Commencement Date). With respect to the Lockup shares the term of
the Agreement is 1 year from the execution of this Agreement to the termination of the Lockup Period.


 


6.
Termination by the Company


 


The
Company may, by written notice to the Sellers, may terminate this Agreement, provided that any such termination shall not affect
the repurchase of the 300,000 shares in 2(d) above.


 


7.
Piggyback Registration Rights


 


Should
the Company file an S-1 Registration Statement or other Registration Statement providing for the registration of shares in excess
of 10.0% of the then total outstanding shares, Admax, Blanco and Zimbardi shall be granted piggyback registration rights of the
remaining shares then held post repurchase of the Shares pursuant to 2(a) for their pro rata number of shares held in EZJR against
the number of shares being registered.


 


8.
Payment for Seller’s SEC Filings


 


The
Company will assist and pay for all SEC filings required to be made by the Sellers.


 




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9.
The Company’s Representations and Warranties


 


The
Company represents and warrants:


 


(a)
This Agreement has been unanimously approved by the members of the Company’s Board of Directors.


 


(b)
The Stock Repurchases have been and/or will be duly authorized by all necessary corporate action.


 


(c)
It will not contravene any provision of the Company’s Articles of Incorporation and any amendments thereto or by its bylaws,
or to its knowledge, and law, regulation or contractual restriction binding on it or its assets.


 


10.
The Sellers’ Representations and Warranties


 


(a)
This Agreement has been unanimously approved by the members of Admax’ and Blanco’s Board of Directors.


 


(b)
The Stock Repurchases have been and/or will be duly authorized by all necessary corporate action of Admax and Blanco.


 


(c)
The Stock Repurchases will not contravene any provision of Admax’ and Blanco’s Articles of Incorporation and any amendments
thereto or by its bylaws, or to its knowledge, and law, regulation or contractual restriction binding on it or its assets.


 


11.
Governing Law; Jurisdiction; Venue


 


The
Parties agree that any claim, controversy or dispute arising out of or relating in any way to this Agreement shall be governed
by and interpreted in accordance with, the laws of the State of Nevada without regard to conflicts of law principles.


 


12.
Release of Claims.


 


EZJR,
Inc. will release and forever discharge Admax, Zimbardi and Blanco from any and all past, present or future claims, demands, obligations,
actions, causes of action, rights, damages, costs, loss of services, expenses and compensation which the Parties now has, or which
may hereafter accrue or otherwise be acquired by the Parties on account of, or in any way growing out any dispute.


 


13.
Notices


 


Any
notice or other communication by one party to the other hereunder shall be in writing and shall be given, and be deemed to have
been given, if either hand delivered or mailed, postage prepaid, certified mail (return receipt requested), addressed as follows:


 


14.
Signatures


 


IN
WITNESS WHEREOF, the parties have executed this Agreement and are legally bound to the Agreement terms on the Effective Date indicated
above.


 




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[Signature
Page to Common Stock Repurchase Agreement]


 


	EZJR,
    Inc.	 
	 	 	 
	By:
    	/s/
    Barry Hall 	 
	 	Barry
    Hall, Chairman and CEO	 
	 	 	 
	Admaxoffers.com	 
	 	 	 
	By:
    	/s/
    Brenda Zimbardi	 
	 	Brenda
    Zimbardi	 
	 	 	 
	Blanco
    Management Corp	 
	 	 	 
	By:
    	/s/
    Edward Zimbardi	 
	 	Edward
    Zimbardi	 


 


	Edward
    Zimbardi
	 	 
	/s/
    Edward Zimbardi	 
	Edward
    Zimbardi, individually	 


 




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