Exhibit 10.2


 


COMMON STOCK PURCHASE AGREEMENT


 


AGREEMENT (this
“Agreement”) entered into as of the 22nd day of March, 2018, by and between Olivia Ventures, Inc., a Delaware
corporation (the “Company”), and Ian Jacobs, an individual (the “Purchaser”).


 


WHEREAS, the Purchaser
desires to purchase, and the Company desires to sell, an aggregate of 250,000 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) upon the terms and conditions hereof.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained, the Purchaser and the Company hereby agree as follows:


 


SECTION 1: SALE OF THE SHARES


 


1.1 Sale of the
Shares. Subject to the terms and conditions hereof, the Company will sell to the Purchaser and the Purchaser will purchase
from the Company, upon the execution and delivery of this Agreement, the Shares for a purchase price equal to $25 (the “Purchase
Price”) representing amounts advanced by the Purchaser to counsel for the Company in connection with the formation and organization
of the Company.


 


SECTION 2: CLOSING DATE; DELIVERY


 


2.1 Closing Date.
The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall be held immediately following the
execution and delivery of this Agreement.


 


2.2 Delivery at
Closing. At the Closing, the Company will record the issuance of the Shares in the Company’s stock ledger with respect
to the Common Stock of the Company in the Purchaser’s name, against payment of the purchase price therefore as indicated
above.


 


SECTION 3: REPRESENTATIONS AND WARRANTIES
OF PURCHASER


 


The undersigned Purchaser
hereby represents and warrants to the Company as follows:


 


3.1 Restricted Securities. None of
the Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws. The Purchaser acknowledges that the Shares have not been recommended by any US Federal or State securities commission
or regulatory authority and have not confirmed the accuracy or determined the adequacy of this Agreement. The Purchaser understands
that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act, by virtue of Section
4(a)(2) thereof and, if deemed advisable by the Company, the provisions of Regulation D promulgated thereunder, based, in part,
upon the representations, warranties and agreements of the Purchaser contained in this Agreement. The Purchaser understands that
the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption
therefrom.


 



     


     


    

 


3.2 Experience. The Purchaser has
such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks
of investment in the Company and of making an informed investment decision. The Purchaser has adequate means of providing for the
Purchaser’s current needs and possible future contingencies and the Purchaser has no need, and anticipates no need in the
foreseeable future, to sell the Shares for which the Purchaser subscribes. The Purchaser is able to bear the economic risks of
this investment and, consequently, without limiting the generality of the foregoing, the Purchaser is able to hold the Shares for
an indefinite period of time and has sufficient net worth to sustain a loss of the Purchaser’s entire investment in the Company
in the event such loss should occur. Except as otherwise indicated herein, the Purchaser is the sole party in interest as to its
investment in the Company, and it is acquiring the Shares solely for investment for the Purchaser’s own account and has no
present agreement, understanding or arrangement to subdivide, sell, assign, transfer or otherwise dispose of all or any part of
the Shares subscribed for to any other person.


 


3.3 Investment;
Access to Data. The Purchaser has carefully reviewed and understands the risks of, and other considerations relating to, a
purchase of the Shares and an investment in the Company. The Purchaser has been furnished materials relating to the Company, the
private placement of the Common Stock or anything else that it has requested and has been afforded the opportunity to ask questions
and receive answers concerning the terms and conditions of the offering and obtain any additional information which the Company
possesses or can acquire without unreasonable effort or expense. Representatives of the Company have answered all inquiries that
the Purchaser has made of them concerning the Company, or any other matters relating to the formation and operation of the Company
and the offering and sale of the Common Stock. The Purchaser has not been furnished any offering literature other than the materials
that the Company may have provided at the request of the Purchaser; and the Purchaser has relied only on such information furnished
or made available to the Purchaser by the Company as described in this Section. The Purchaser is acquiring the Shares for investment
for the Purchaser’s own account, not as a nominee or agent and not with the view to, or for resale in connection with, any
distribution thereof. The Purchaser acknowledges that the Company is a start-up company with no current operations, assets or operating
history, which may possibly cause a loss of Purchaser’s entire investment in the Company.


 


3.4 Authorization.
(a) This Agreement, upon execution and delivery thereof, will be a valid and binding obligation of Purchaser, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application
affecting enforcement of creditors’ rights generally.


 


(b) The execution, delivery
and performance by Purchaser of this Agreement and compliance therewith and the purchase and sale of the Shares will not result
in a violation of and will not conflict with, or result in a breach of, any of the terms of, or constitute a default under, any
provision of state or Federal law to which Purchaser is subject, or any mortgage, indenture, agreement, instrument, judgment, decree,
order, rule or regulation or other restriction to which the Purchaser is a party or by which the Purchaser is bound, or result
in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of Purchaser pursuant
to any such term.


 



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3.5 Accredited
Investor. Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act of 1933,
as amended either because: (i) Purchaser is a natural person and (A) Purchaser’s net worth, or joint net worth with Purchaser’s
spouse, exceeds $1,000,000,1 or (B) Purchaser had an individual income in excess
of $200,000 in each of the two most recent years or joint income with Purchaser’s spouse in excess of $300,000 in each of
the two most recent years, and Purchaser has a reasonable expectation of reaching the same level of income in the current year,
or (ii) Purchaser is an executive officer, director, manager or general partner of the Company or the Company’s general
partner (executive officers include the president, any vice president in charge of a principal business unit, division or function
(such as sales, administration or finance), and any other officer who performs a policy making function for the Company), or (iii)
Purchaser is an entity that otherwise meets the definition of “accredited investor” set forth in Rule 501(a).


 


SECTION 4: MISCELLANEOUS


 


4.1 Governing Law.
This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to conflicts of laws principles
thereof.


 


4.2 Survival.
The terms, conditions and agreements made herein shall survive the Closing.


 


4.3 Successors and
Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the parties hereto.


 


4.4 Entire Agreement;
Amendment; Waiver. This Agreement constitutes the entire and full understanding and agreement between the parties with regard
to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except
by a written instrument signed by all the parties hereto.


 


4.5 Counterparts;
Electronic Signature. This Agreement may be executed in any number of counterparts, each of which shall be an original, but
all of which together, shall constitute one instrument. This Agreement may be executed by facsimile or pdf signature by any party
and such signature will be deemed binding for all purposes hereof without delivery of an original signature being thereafter required.


 


[The remainder of this page has been
intentionally left blank.]


 





 



1
For purposes of calculation of Purchaser’s net worth in Clause (A), (i) such person’s primary residence
shall not be included as an asset; (ii) indebtedness secured by Purchaser’s primary residence, up to the estimated fair
market value of such primary residence as of the date hereof, shall not be included as a liability (except that if the amount
of such indebtedness outstanding as of the date hereof exceeds the amount outstanding as of 60 days before the date hereof, other
than as a result of the acquisition of such primary residence, the amount of such excess shall be included as a liability) and
(iii) indebtedness that is secured by Purchaser’s primary residence in excess of the estimated fair market value of such
primary residence as of the date hereof, shall be included as a liability.




 




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IN WITNESS WHEREOF,
the undersigned have hereunto set their hands as of the day and year first above written.


 


	 	OLIVIA VENTURES, INC.
	 	 
	 	By:	/s/ Ian Jacobs
	 	 	Ian Jacobs
	 	 	President, Secretary, Chief Executive Officer,
	 	 	and Chief Financial Officer
	 	 
	 	PURCHASER
	 	 
	 	By:	/s/ Ian Jacobs
	 	 	Ian Jacobs




 




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STATEMENT OF ACCREDITED INVESTOR


 


To:Olivia Ventures, Inc. (the “Company”)


 


Ladies and Gentlemen:


 


The undersigned hereby
refers to the Common Stock Purchase Agreement executed and delivered to the Company by the undersigned as of the date hereof. In
connection with the subscription thereunder by the undersigned to purchase securities of the Company, the undersigned hereby represents
and warrants that such individual or entity meets at least one of the tests listed below for an “accredited investor”
(as such term is defined under Regulation D promulgated pursuant to the Securities Act of 1933, as amended).


 


“Accredited Investors”
are accorded special status under the federal securities laws. Individuals who hold certain positions with an issuer or its affiliates,
or who have certain minimum individual income or certain minimum net worth (each as described below) may qualify as Accredited
Investors. Partnerships, corporations or other entities may qualify as Accredited Investors if they fulfill certain financial and
other standards, or if all of their equity owners have incomes and/or net worth which qualify them individually as Accredited Investors,
and trusts may qualify as Accredited Investors if they meet certain financial and other tests (as described below).


 


You may qualify as
an Accredited Investor under Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”) if you
meet any of the following tests (please check all that apply):


 


__X__ (a) The undersigned is
a natural person whose net worth, or joint net worth with spouse, at the time of purchase, exceeds $1,000,000 (excluding the value
of the undersigned’s primary residence).2


 


__X__ (b)The undersigned is
a natural person whose individual income (excluding that of his or her spouse) exceeded $200,000 in each of the last two years,
i.e., 2016 and 2017, and who reasonably expects individual income exceeding $200,000 in the current year.


 


_____ (c) The undersigned is a natural
person whose joint gross income with his or her spouse exceeded $300,000 in each of the last two years, i.e., 2016 and 2017, and
who reasonably expects joint gross income with his or her spouse exceeding $300,000 in the current year.


 


_____ (d) The undersigned is:


 


_____ (i)a bank as defined
in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A)
of the Securities Act whether acting in its individual or fiduciary capacity;


_____ (ii)a broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended;


 





 



2
For purposes of calculation net worth in paragraph (a) above, (i) the undersigned’s primary residence shall not be included
as an asset; (ii) indebtedness secured by the undersigned’s primary residence, up to the estimated fair market value of such
primary residence as of the date hereof, shall not be included as a liability (except that if the amount of such indebtedness outstanding
as of the date hereof exceeds the amount outstanding as of 60 days before the date hereof, other than as a result of the acquisition
of such primary residence, the amount of such excess shall be included as a liability) and (iii) indebtedness that is secured by
the undersigned’s primary residence in excess of the estimated fair market value of such primary residence as of the date
hereof, shall be included as a liability.




 



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_____ (iii)an insurance
company as defined in section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act
of 1940 or a business development company as defined in section 2(a)(48) of such act;


 


_____ (iv)any Small Business
Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment
Act of 1958;


 


_____ (v)any plan established
and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees, if such plan has total assets in excess of $5,000,000; or


 


_____ (vi)any employee
benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a
plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company,
or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors.


 


_____ (e) The undersigned is a private
business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.


 


_____ (f) The undersigned is a trust,
and the grantor (i) has the power to revoke the trust at any time and regain title to the trust assets; and (ii) meets the requirements
of items (a) (b), or (c) above.


 


_____ (g) The undersigned is a tax-exempt
organization described in Section 501(c) (3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of acquiring the securities with total assets in excess of $5,000,000.


 


_____ (h) The undersigned is a trust
with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities, whose purchase is directed
by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the
merits and risks of an investment in the securities.


 


_____ (i) The undersigned is an entity
in which all of the equity owners meet any of the requirements of items (a) through (h) above.


 


__X__ (j) The undersigned is
a director or executive officer of the Company.


 


[SIGNATURE PAGE FOLLOWS]


 




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Dated: March 22, 2018


 


	 	Very truly yours,
	 	 
	 	Ian Jacobs
	 	Name of Individual #1 or Entity
	 	 
	 	/s/ Ian Jacobs
	 	Authorized Signature
	 	 
	 	 
	 	Address
	 	 
	 	 
	 	 


 


 


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