Exhibit 10.3


 


FORM
OF STOCK PURCHASE AGREEMENT


 


This Stock Purchase Agreement (“Agreement”) is entered
into as of the date written below by and between Salty’s Warehouse, Inc., a
Florida corporation (the “Company”), and the investor who is set forth on the
signature page hereof ( the “Investor”).


 


RECITALS


 


A.                                   The
Investor desires to acquire from the Seller that certain number of shares (the “Shares”)
of common stock of the Company as set forth on the signature page hereof.


 


B.                                     The
price per Share is $0.05 per Share.


 


C.                                     The
minimum investment is $1,000 (20,000 Shares).


 


IT IS THEREFORE AGREED:


 


1.                                       Subscription.  Investor hereby agrees to purchase the number
of Shares set forth on the signature page hereof.


 


2.                                       Representation
and Warranties of the Investor.  The
Investor hereby represents and warrants to the Company as follows:


 


(a)                                  Investor
has sufficient liquid assets to invest in the Shares.


 


(b)                                 Investor
is an “accredited investor” as that term is defined in Section 501 of
Regulation D of the Act or a “sophisticated purchaser” as that term is defined
in Section 506(b)(2)(ii) of the Act .  An
“accredited investor” includes, among other persons and entities:  (1) a natural person whose net worth, or
joint net worth with that person’s spouse, exceeds $1,000,000; (2) a natural
person who has had income in excess of $200,000 in each of the two most recent
years, or with that person’s spouse, in excess of $300,000 in those years, and
who expects to have at least that level of income in the current year; (3) a
corporation, partnership or similar business entity, not formed for the
specific purpose of acquiring the Shares, with total assets in excess of
$5,000,000; or (4) any entity in which all of the equity owners are accredited
investors.  A “sophisticated purchaser”
is a purchaser who, either alone or with his or her purchaser
representative(s), has such knowledge and experience in business and financial
matters, that he or she is capable or evaluating the merits and risks of this
investment.


 


(c)                                  The
address set forth on the signature page hereof is the correct principal
business office or residential address of the Investor, and Investor has no
present intention of changing its principal business office or residential
address to any other state or jurisdiction.


 


(d)                                 Investor
understands that in connection with the subject investment it is not being
provided with any formal disclosure documentation.  Investor, or person or persons acting on its
behalf, has had an opportunity to ask questions of and receive answers from the
Company concerning the terms and conditions of the purchase of the Shares and
the current and proposed future operations of the Company.  Investor is satisfied with all information
provided by the Company.  Investor has
not been denied access to any information which it has requested from the 


 





















 


Company.  Investor acknowledges
that it has a pre-existing business relationship with certain principals of the
Company and that it learned of its investment in the Shares through this
pre-existing business relationship.


 


(e)                                  Investor
acknowledges that the Shares are being solicited and are exempt from
registration pursuant to an exemption from registration under the Securities
Act of 1933, as amended (the “Act”), and in connection therewith, covenants and
agrees that it will not offer, sell, or otherwise transfer the Shares unless
and until the Shares are registered pursuant to the Act or unless the Company
shall be entitled to rely upon an opinion of counsel satisfactory to Company
with respect to compliance with the above securities laws.  Additionally, the certificates representing
the Shares will bear a restrictive legend in substantially this form:


 


THE SHARES (OR
OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.  THE
SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.


 


(f)                                    Investor
understands that the Company has a limited operating history as an Internet
company and that it is difficult, if not impossible, to predict the potential
future success of the Company.  In this
regard, the Investor hereby acknowledges that its investment in the Shares is
an extremely risky investment and that the Investor may lose its entire
investment in the Company.  The Investor
is prepared to take this risk and hereby represents that it can afford the
financial ramifications of losing its entire investment in the Shares.


 


(g)                                 The
Shares for which it hereby subscribes are being acquired solely for its own
account, for investment purposes only, and are not being purchased with a view
to or for the resale, distribution, subdivision or fractionalizing thereof and
that Investor has no present plans to enter into any such contract,
undertaking, agreement or arrangement.


 


3.                                       Representations
of the Company. The Company hereby represents as follows:  (i) the Company is a validly organized
corporation and is in good standing under the laws of its state of incorporation;
(ii) the Shares shall be, upon issuance, validly issued and nonassessable; and
(iii) the Seller has the full corporate authority to execute the documents
contemplated by the transactions set forth herein and to take all actions
reasonably necessary to effect such transactions


 


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4.                                       Miscellaneous.


 


(a)                                  Entire
Agreement.  This Agreement sets forth
the entire agreement and understanding of the parties hereto with respect to
the transactions contemplated hereby, and supersedes all prior agreements,
arrangements and understandings related to the subject matter hereof.  No understanding, promise, inducement,
statement of intention, representation, warranty, covenant or condition,
written or oral, express or implied, whether by statute or otherwise, has been
made by any party hereto which is not embodied in this Agreement or the written
statements, certificates, or other documents delivered pursuant hereto or in
connection with the transactions contemplated hereby, and no party hereto shall
be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not so set forth.


 


(b)                                 Notices.  Any notice, request, instruction, or other
document required by the terms of this Agreement, or deemed by any of the
parties hereto to be desirable, to be given to any other party hereto shall be
in writing and shall be given by facsimile, personal delivery, overnight
delivery, or mailed by registered or certified mail, postage prepaid, with
return receipt requested, to the addresses of the parties set forth on the
signature page hereof.  The persons and
addresses set forth above may be changed from time to time by a notice sent as
aforesaid.  If notice is given by
facsimile, personal delivery, or overnight delivery in accordance with the
provisions of this Section, said notice shall be conclusively deemed given at
the time of such delivery.  If notice is
given by mail in accordance with the provisions of this Section, such notice
shall be conclusively deemed given seven days after deposit thereof in the
United States mail.


 


(c)                                  Waiver
and Amendment.  Any term, provision,
covenant, representation, warranty or condition of this Agreement may be
waived, but only by a written instrument signed by the party entitled to the
benefits thereof.  The failure or delay
of any party at any time or times to require performance of any provision
hereof or to exercise its rights with respect to any provision hereof shall in
no manner operate as a waiver of or affect such party’s right at a later time
to enforce the same.  No waiver by any
party of any condition, or of the breach of any term, provision, covenant,
representation or warranty contained in this Agreement, in any one or more
instances, shall be deemed to be or construed as a further or continuing waiver
of any such condition or breach or waiver of any other condition or of the
breach of any other term, provision, covenant, representation or warranty.  No modification or amendment of this
Agreement shall be valid and binding unless it be in writing and signed by all
parties hereto.


 


(d)                                 Choice
of Law.  This Agreement and the
rights of the parties hereunder shall be governed by and construed in
accordance with the laws of the State of California including all matters of
construction, validity, performance, and enforcement and without giving effect
to the principles of conflict of laws.


 


(e)                                  Jurisdiction.  The parties submit to the jurisdiction of the
Courts of the County of Orange, State of California or a Federal Court
empaneled in the State of California for the resolution of all legal disputes
arising under the terms of this Agreement, including, but not limited to,
enforcement of any arbitration award.


 


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(f)                                    Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.


 


(g)                                 Attorneys’
Fees.  If a dispute should arise
between the parties including, but not limited to arbitration, the prevailing
party shall be reimbursed by the non-prevailing party for all reasonable
expenses incurred in resolving such dispute, including reasonable attorneys’
fees.


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be entered into as of the date set
forth below the Investor’s signature.


 


SALTY’S WAREHOUSE, INC.


 


 


	
   

  	
   

  
	
  BY:

  	
  Earl T. Shannon

  
	
  ITS:

  	
  President

  
	
  ADDRESS:  1080 SE 3rd Avenue

  
	
  Fort Lauderdale, FL 33316

  
			



 


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INVESTOR


 


	
  Name:

  	
   

  
	
  Address:

  	
   

  
	
   

  
	
   

  
	
  Telephone Number:

  	
   

  
	
   

  
	
  Fax Number:

  	
   

  
	
   

  
	
  Social Security Number/Tax I.D. Number:

  	
   

  
	
   

  
	
  Number of Shares Acquired (minimum of 20,000):

  	
   

  
	
   

  
	
  Aggregate Investment: ($0.05 times number of shares
  acquired — minimum of $1,000): $                   

  
	
   

  
	
  Signature:

  	
   

  
	
   

  
	
  Title of Signatory (if other than an individual):

  	
   

  
	
   

  
	
  Date:

  	
   

  
										



 


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