EGW CAPITAL INC. 10-12G


 


 Exhibit 4.2


 


STOCK
PURCHASE AGREEMENT


 


THIS
STOCK PURCHASE AGREEMENT (the “Agreement”) made and entered into this 8th day of January, 2018 (the “Execution
Date”),


 


BETWEEN: 


EGW
Capital Inc. of 501 Silverside Road Wilmington, Delaware, USA 


(the
“Seller”)  


OF
THE FIRST PART


 


And


 


Crypto
Ventures India of 192, Priyadarshni Vihar, New Delhi - 110092, India 


(the
“Purchaser”)  


OF
THE SECOND PART


 


BACKGROUND:


 


		1.	The
                                         Seller is the owner of record of 12,750 Common Stock shares of stock (the “Stock”)
                                         of EGW Capital Inc. (the “Corporation”).






		2.	The
                                         Seller desires to sell the Stock to the Purchaser and the Purchaser desires to purchase
                                         the Stock from the Seller.



 


IN
CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt
and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:


 


Purchase
and Sale


 


		1.	Except
                                         as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement
                                         are in USD (US Dollars).






		2.	The
                                         Seller agrees to sell and the Purchaser agrees to purchase all the rights, title, interest,
                                         and property of the Seller in the Stock for an aggregate purchase price of $6.25 per
                                         share (the “Purchase Price”).






		3.	A
                                         fixed sum of $97,537 will be payable on closing of this Agreement.






		4.	The
                                         Purchaser will pay proceeds to the Indian subsidiary “EGW Capital Inc.” for
                                         the expansion of the business operations outside the United States.






		5.	All
                                         payments will be in the form of certified check, wire transfer, or bank draft of immediately
                                         available funds. In the case of a direct wire transfer the Seller will give notice to
                                         the Purchaser of the bank account particulars at least 5 business days prior to the Closing
                                         Date.



 


Representations
and Warranties of the Seller


 


The
Seller warrants and represents to the Purchaser as follows:


 


		1.	The
                                         Seller would not be recognized as an issuer, insider, affiliate, or associate of the
                                         Corporation as defined or recognized under applicable securities laws and regulations.






		2.	The
                                         Seller will issue restricted shares to the Purchaser under the the Safe Harbor of Regulation
                                         S.






		3.	The
                                         Seller is the owner in clear title of the Stock and the Stock is free of any lien, encumbrance,
                                         security interests, charges, mortgages, pledges, or adverse claim.



 






     


     


    

 





		4.	The
                                         Seller is not bound by any agreement that would prevent any transactions connected with
                                         this Agreement.






		5.	There
                                         is no legal action or suit pending against any party, to the knowledge of the Seller,
                                         that would materially affect this Agreement.



 


Representations
and Warranties of the Purchaser 


 


The
Purchaser warrants and represents to the Seller as follows:



 


		1.	The
                                         Purchaser would not be recognized as an issuer, insider, affiliate, or associate of the
                                         Corporation as defined or recognized under applicable securities laws and regulations.






		2.	The
                                         Purchaser is not bound by any agreement that would prevent any transactions connected
                                         with this Agreement.






		3.	There
                                         is no legal action or suit pending against any party, to the knowledge of the Purchaser,
                                         that would materially affect this Agreement.



 


Closing


 


		1.	The
                                         closing of the purchase and sale of the Stock (the “Closing”) will take place
                                         on April 12, 2017 (the “Closing Date”) at the offices of the Seller or at
                                         such other time and place as the Seller and the Purchaser mutually agree. At Closing
                                         and upon the Purchaser paying the Purchase Price in full to the Seller, the Seller will
                                         deliver to the Purchaser duly executed transfers of the Stock.



 


Expenses


 


		1.	All
                                         parties agree to pay all their own costs and expenses in connection with this Agreement.






		2.	No
                                         party to this Agreement will pay any type of finder’s fee to any other party to
                                         this Agreement or to any other individual in connection to this Agreement.






		3.	All
                                         parties to this Agreement warrant and represent that no investment banker or broker or
                                         other intermediary has facilitated the transaction contemplated by this Agreement and
                                         is entitled to a fee or commission in connection with said transaction. All parties to
                                         this Agreement indemnify and hold harmless all other parties to this Agreement in connection
                                         with any claims for brokerage fees or other commissions that may be made by any party
                                         pertaining to this Agreement.



 


Dividends


 


		1.	Any
                                         dividends earned by the Stock and payable before the Closing of this Agreement will belong
                                         to the Seller, and any dividends earned by the Stock and payable after the Closing of
                                         this Agreement will belong to the Purchaser.






		2.	Any
                                         rights to vote attached to the Stock will belong to the Seller before the Closing and
                                         will belong to the Purchaser after the Closing.



 


Governing
Law


 


		1.	The
                                         Purchaser and the Seller submit to the jurisdiction of the courts of the State of Delaware
                                         for the enforcement of this Agreement or any arbitration award or decision arising from
                                         this Agreement. This Agreement will be enforced or construed according to the laws of
                                         the State of Delaware.



 






     


     


    

 


Miscellaneous


 


		1.	Time
                                         is of the essence in this Agreement.






		2.	This
                                         Agreement may be executed in counterparts. Facsimile signatures are binding and are considered
                                         to be original signatures.






		3.	All
                                         warranties and representations of the Seller and the Purchaser connected with this Agreement
                                         will survive the Closing.






		4.	This
                                         Agreement will not be assigned either in whole or in part by any party to this Agreement
                                         without the written consent of the other party.






		5.	Headings
                                         are inserted for the convenience of the parties only and are not to be considered when
                                         interpreting this Agreement. Words in the singular mean and include the plural and vice
                                         versa. Words in the masculine gender include the feminine gender and vice versa. Words
                                         in the neuter gender include the masculine gender and the feminine gender and vice versa.






		6.	If
                                         any term, covenant, condition or provision of this Agreement is held by a court of competent
                                         jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that
                                         such provision be reduced in scope by the court only to the extent deemed necessary by
                                         that court to render the provision reasonable and enforceable and the remainder of the
                                         provisions of this Agreement will in no way be affected, impaired or invalidated as a
                                         result.






		7.	This
                                         Agreement contains the entire agreement between the parties. All negotiations and understandings
                                         have been included in this Agreement. Statements or representations which may have been
                                         made by any party to this Agreement in the negotiation stages of this Agreement may in
                                         some way be inconsistent with this final written Agreement. All such statements are declared
                                         to be of no value in this Agreement. Only the written terms of this Agreement will bind
                                         the parties.






		8.	This
                                         Agreement and the terms and conditions contained in this Agreement apply to and are binding
                                         upon the Seller and the Purchaser and their respective successors, assigns, executors,
                                         administrators, beneficiaries, and representatives.






		9.	Any
                                         notices or delivery required here will be deemed completed when hand-delivered, delivered
                                         by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties
                                         at the addresses contained in this Agreement or as the parties may later designate in
                                         writing.






		10.	All
                                         of the rights, remedies and benefits provided by this Agreement will be cumulative and
                                         will not be exclusive of any other such rights, remedies and benefits allowed by law.



 


IN
WITNESS WHEREOF the Seller and Purchaser have duly affixed their signatures under hand and seal on this 12th day of April, 2017.


 


	 	 	EGW Capital Inc. (Seller)
    
	 	 	 
	 	 	Per:_________________________
    (SEAL) 



 


 

	 	 	Crypto Ventures India (Purchaser)
    
	 	 	 
	 	 	Per:_________________________
    (SEAL)