ex10-3.htm


    Exhibit
      10.3

     

    Share
      Purchase Agreement

    


    THIS
      SHARE PURCHASE AGREEMENT (this “Agreement”) made and entered into the 3rd day of
      January
      2007, by and among OL Funding, Inc., a Nevada corporation,
      (“Seller”), and  Exquisite Properties, Ltd. a
      Guernsey corporation (the “Purchaser”) and is made in light of the fact that
      Seller owns or has authority to issue and desires to sell, and Purchaser desires
      to purchase, those shares identified below in accordance with and subject to
      the
      terms and provisions of this Agreement, which fact is a material part
      hereof.

    


    NOW
      THEREFORE, and in consideration of good and valuable consideration, in hand
      paid, including, but not limited to the mutual promises set forth herein, the
      receipt and sufficiency of which is acknowledged by each party hereto, and
      intending to be legally bound, the Seller and Purchaser agree as
      follows:

    


    1.  Purchase
      and sale of shares. Seller shall issue and sell to Purchaser, and
      Purchaser shall purchase from Seller, up to One Hundred Million (100,000,000)
      authorized shares (“Shares”) of common stock of OL Funding,
      Inc., a Nevada corporation, in exchange for payment of the “Purchase
      Price” (as hereinafter defined).  This Agreement permits the Purchaser
      to purchase and Seller to sell all Shares for which payment is made in the
      manner set forth below through and including the date of the “Closing” (as
      hereinafter designated) whereupon the rights and obligations to purchase and
      sell additional Shares shall be terminated (except for such shares offered
      under
      any option or warrant as provided below).  Seller shall deliver the
      shares in the name of the Purchaser or Purchaser’s nominee and Purchaser shall
      deliver the Purchase Price together with such bill of sale and receipt as Seller
      deems necessary.

    


    2.  Purchase
      price. The “Purchase Price” for the Shares shall be Five Cents ($.05)
      per share for each and all shares purchased all payable in good funds, United
      States legal tender.  This price will be in force until December 31,
      2007, which date, for purposes herein, shall be the date of the “Closing,”
unless otherwise terminated by the Board of
      Directors.    Payments must be received by the Seller or an
      Escrowee acceptable to the parties on or prior to the date of the Closing.
      Purchaser shall have the right to make partial payments of the Purchase Price
      and all payments tendered shall be deemed paid as of the Closing but, for any
      partial payments made and tendered prior to the Closing, Seller shall issue
      the
      number of shares for which payment was tendered and received, all such issuances
      being as of the Closing.  In the event of any partial payments made
      prior to the date of the Closing, Purchaser shall have the right, but not the
      obligation, to deposit such funds in an escrow, in lieu of payment to the
      Seller, which escrow for the first $500,000 deposited, shall be with counsel
      for
      the Seller but, thereafter, on terms substantially similar, may be with an
      escrow agent in Great Britain and governed by British law provided the effect
      of
      such escrow is substantially the same as accomplished by the escrow entered
      into
      with counsel for the Seller and all such escrows shall be pursuant to written
      escrow agreements in form and content satisfactory to the
      parties.  All Shares delivered to an Escrowee shall be deemed issued
      and outstanding only upon payment by Purchaser but may be held by Escrowee
      prior
      to such payment for the protection of the Purchaser.  Seller shall
      have no obligation to deliver any of the Shares until payment for such Shares
      has been delivered to Seller or an escrow providing for irrevocable delivery
      to
      Seller.

    


    3.  Representations
      and Warranties.

    


       
      a.         Seller represents and
      warrants to Purchaser that (i) the Shares are authorized to be issued and,
      when
      issued, will be fully-paid and non-assessable; (ii) Seller has no knowledge
      of
      any adverse claims affecting the Shares, there are no notations of any adverse
      claims marked on the certificates for the Shares, and, Purchaser will acquire
      the Shares free and clear of any security interests, mortgage, adverse claims,
      liens, or encumbrances of any nature or description whatsoever, subject only
      to
      matters pertaining to the sale of securities generally including but not limited
      to the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder, or any state statute, rule, or regulation relating
      to
      the sale of securities (collectively, “Securities Laws”), and (iii) Seller has
      and will have full right, power, and authority to issue and sell, transfer,
      and
      deliver the Shares to Purchaser who will therefore accept the Shares subject
      to
      matters pertaining to the Securities Laws generally and, in the event that
      the
      Shares are not subject to a valid registration statement,

     

       
      b.         Purchaser hereby
      represents and warrants to Seller  that (i) Purchaser will acquire the
      Shares for investment and not with a view to the unauthorized distribution
      thereof; (ii) Purchaser is an institutional investor, able, knowledgeable about
      such investments and willing to assume the risks of acquiring the Shares, (iii)
      Purchaser will accept the Shares subject to such legends as required by the
      various Securities Laws; (iv) Purchaser is not a “U.S. Person” as that term is
      defined in Rule 902 (o) of Regulation S; (v) at the time of execution of this
      Agreement through the Closing, Purchaser was outside the United States; (vi)
      Purchaser is not purchasing the Shares on the behalf of any U.S. person and
      the
      sale of the Shares has not been prearranged with any buyer in the United States;
      and (vii) Purchaser will not at any time sell, exchange, transfer, or otherwise
      dispose of the Shares under circumstances that would constitute a violation
      of
      the Securities Laws provided that, if the Shares do not presently bear a legend,
      then Seller represents and warrants that such Shares may be transferred subject
      only to Securities Laws generally.  Each of the warranties,
      representations, and covenants contained in this Agreement by any party thereto
      shall be continuous and shall survive the Closing.

     

     

    
      
        
        

      

      
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    4.  Option.  In
      connection with the purchase as provided in this Agreement, Purchaser shall
      have
      the right and option, evidenced by a warrant delivered as of the Closing, to
      purchase an additional number of shares (which number is as calculated below)
      up
      to the total offered (100,000,000) at the purchase price of Five Cents ($.05)
      per share, which option shall expire on the earlier date of (A)the date on
      which
      one or more securities issued by the Company or any successor entity to the
      Company or entity which acquires all of the stock of the Company is traded
      on a
      national exchange or listed for sale on a national listing service such as
      NASD’s OTCbb or Pinksheets, LLC or (B) December 31, 2008.

    


    Purchaser
      may exercise this option, in whole or in part and may assign any part of such
      right to an entity controlled by or affiliated with
      Purchaser.   The number of shares to be available under this
      option shall be equal to the number of shares purchased by Purchaser as of
      the
      Closing such that, as to each of the shares acquired by Purchaser or a assignee
      acquiring an interest from Purchaser from the Company, Purchaser or Purchaser’s
      assignee shall receive a warrant for the purchase of an additional share of
      common stock, calculated on a pro rata basis, but limited such that the total
      number of shares offered under such warrant, when added to the total number
      of
      shares purchased as of the Closing shall not exceed 100,000,000.  By
      way of example, if Purchaser has purchased 6,000,000 shares of common stock
      as
      of the Closing, Purchaser would receive the warrant and therefore have the
      option for the purchase of an additional 6,000,000 shares but if Purchaser
      has
      purchased 60,000,000 shares of common stock as of the Closing, Purchaser would
      receive the warrant and therefore have the option for the purchase of an
      additional 40,000,000 shares as the total offered together with the total
      purchased is limited to 100,000,000 shares.  In no event shall this
      option be construed to permit purchase of more than 100,000,000 shares of stock
      under the option and as of the Closing.

    


    5.  Miscellaneous.  Each
      party shall have the right of specific performance and time is of the essence
      as
      to performance of each of the terms hereof.  All notices, requests,
      consents, and other communications required or desired under this Agreement
      shall be in writing and shall be mailed by certified mail, postage prepaid,
      or
      delivered personally to the address shown in the records of the official
      recorder’s office or registry in the jurisdiction in which the entity, to whom
      notice is to be given, is incorporated or organized or to such other address
      of
      which the addressee has notified the sender in writing.  Notices
      mailed in accordance with this section shall be deemed given when
      mailed.  All covenants and agreements contained in this Agreement by
      or on behalf of any of the parties hereto shall bind and inure to the benefit
      of
      his, her or its respective heirs, personal representatives, successors, and
      assigns, whether so expressed or not. No party to this Agreement may, however,
      assign his rights hereunder or delegate his obligations hereunder to any other
      person or entity without the express prior written consent of the other parties
      hereto. The section headings contained in this agreement are inserted as a
      matter of convenience and shall not be considered in interpreting or construing
      this agreement.  This agreement shall be construed in accordance with
      and governed by the laws of the State of Nevada.  This agreement,
      including any exhibits hereto, constitutes and contains the entire agreement
      of
      Purchaser and Seller with respect to the purchase and sale of the shares and
      supersedes any prior agreement by the parties, whether written or oral. The
      waiver of a breach of any term or condition of this agreement must be in writing
      signed by the party sought to be charged with such waiver, and such waiver
      shall
      not be deemed to constitute the waiver of any other breach of the same or of
      any
      other term or condition of this agreement. No modification of this agreement
      shall be valid unless in a written document signed by the parties
      hereto.  This agreement may be executed concurrently in two or more
      counterparts, any one or more of which may be executed by facsimile (which
      facsimile signatures shall be agreed to be binding and valid) each of which
      shall be deemed an original but all of which together shall constitute one
      and
      the same instrument.  The invalidity or unenforceability of any
      provision of this Agreement shall not affect the validity or enforceability
      of
      the remaining provisions.

    


    
      	
               

            	
              IN
                WITNESS WHEREOF, the Seller and Purchaser have executed this agreement
                as
                of the day and year first written
                above.

            


    

    


    
      	
              SELLER:

            	
              PURCHASER:

            
	 	
              OL
                Funding, Inc.,

            	 	
              Exquisite
                Properties, Ltd.

            
	 	 	 	  
               New
              Haven
	
              By:

            	 	 
              
              By:

            	
               

            
	 	
              Bryce
                M. Knight, President

            	
               

            	Principal
	 	 	 	
               

            


    

    


    Dated:                                                                   Dated:

     

     

     

    
      
         

      

      
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