CERTIFICATE
OF DESIGNATION
OF
THE RIGHTS, PREFERENCES, PRIVILEGES
AND
RESTRICTIONS, WHICH HAVE NOT BEEN SET
FORTH
IN THE ARTICLES OF INCORPORATION
OR
IN ANY AMENDMENT THERETO,
OF
THE
SERIES
A CONVERTIBLE PREFERRED STOCK
OF
Nestbuilder.com
Corp
.
The
undersigned, Alex Aliksanyan and Thomas M. Grbelja, do hereby certify that:
A.
They are the duly elected and acting Chief Executive Officer and Secretary of Nestbuilder.com Corp., a Nevada corporation (the
“Company”).
B.
Pursuant to the Unanimous Written Consent of the Board of Directors of the Company dated May 22, 2019, the Board of Directors
duly adopted the following resolutions:
WHEREAS,
the Articles of Incorporation of the Company authorizes a class of stock designated as Preferred Stock, with a par value of $0.0001
per share (the “Preferred Class”), comprising twenty five million (25,000,000) shares and provides that the Board
of Directors of the Company may fix the terms, including any dividend rights, dividend rates, conversion rights, voting rights,
rights and terms of any redemption, redemption, redemption price or prices, and liquidation preferences, if any, of the Preferred
Class;
WHEREAS,
the Board of Directors believes it is in the best interests of the Company to create a series of preferred stock consisting of
one million (1,000,000) shares and designated as the “Series A Convertible Preferred Stock” having certain rights,
preferences, privileges, restrictions and other matters relating to the Series A Convertible Preferred Stock.
NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions
and other matters relating to the Series A Convertible Preferred Stock as follows:
1.
Definitions.
For
purposes of this Certificate of Designation, the following definitions shall apply:
1.1
“Available Funds and Assets” shall have the meaning set forth in Section 3.
1.2
“Board” shall mean the Board of Directors of the Company.
1.3
“Common Stock” shall mean the Common Stock, $0.0001 par value per share, of the Company.
1.4
“Common Stock Dividend” shall mean a stock dividend declared and paid on the Common Stock that is payable in shares
of Common Stock.
1.5
“Company” shall mean Nestbuilder.com Corp., a Nevada corporation.
1.6
“Conversion Date” shall have the meaning set forth in Section 4(b).
1.7
“Distribution” shall mean the transfer of cash or property by the Company to one or more of its stockholders without
consideration, whether by dividend or otherwise (except a dividend in shares of Company’s stock).
1.8
“Original Issue Price” shall mean $0.25 per share for the Series A Convertible Preferred Stock.
1.9
“Series A Convertible Preferred Stock” shall mean the Series A Convertible Preferred Stock, $0.0001 par value per
share, of the Company.
1.10
“Subsidiary” shall mean any corporation or limited liability company of which at least fifty percent (50%) of the
outstanding voting stock or membership interests, as the case may be, is at the time owned directly or indirectly by the Company
or by one or more of such subsidiary corporations.
2.
Dividend
Rights
.
2.1
In each calendar year, the holders of the then outstanding Series A Convertible Preferred Stock shall be entitled to receive,
when, as and if declared by the Board, out of any funds and assets of the Company legally available therefore, noncumulative dividends
in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year (other than a Common Stock
Dividend). No dividends (other than a Common Stock Dividend) shall be paid, and no Distribution shall be made, with respect to
the Common Stock unless dividends in such amount shall have been paid or declared and set apart for payment to the holders of
the Series A Convertible Preferred Stock simultaneously. Dividends on the Series A Convertible Preferred Stock shall not be mandatory
or cumulative, and no rights or interest shall accrue to the holders of the Series A Convertible Preferred Stock by reason of
the fact that the Company shall fail to declare or pay dividends on the Series A Convertible Preferred Stock, except for such
rights or interest that may arise as a result of the Company paying a dividend or making a Distribution on the Common Stock in
violation of the terms of this Section 2.
2.2
Participation Rights
. Dividends shall be declared pro rata on the Common Stock and the Series A Convertible Preferred Stock
on a pari passu basis according to the number of shares of Common Stock held by such holders, where each holder of shares of Series
A Preferred Stock is to be treated for this purpose as holding the number of shares of Common Stock to which the holders thereof
would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of such dividend in accordance
with Section 4 hereof.
2.3
Non-Cash Dividends
. Whenever a dividend or Distribution provided for in this Section 2 shall be payable in property other
than cash (other than a Common Stock Dividend), the value of such dividend or Distribution shall be deemed to be the fair market
value of such property as determined in good faith by the Board.
3.
Liquidation Rights.
In the event of any liquidation, dissolution or winding up of the Company; whether voluntary or involuntary,
the funds and assets of the Company that may be legally distributed to the Company’s shareholders (the “Available
Funds and Assets”) shall be distributed to shareholders in the following manner:
3.1
Series A Convertible Preferred Stock
. The holders of each share of Series A Preferred Stock then outstanding shall be entitled
to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting
apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock or subsequent series of
preferred stock, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared
but unpaid dividends on the Series A Convertible Preferred Stock. If upon any liquidation, dissolution or winding up of the Company,
the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series A Convertible Preferred Stock
of their full preferential amount as described in this subsection, then all of the remaining Available Funds and Assets shall
be distributed among the holders of the then outstanding Series A Convertible Preferred Stock pro rata, according to the number
of outstanding shares of Series A Convertible Preferred Stock held by each holder thereof.
3.2
Participation Rights
. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting
aside for payment or distribution) to the holders of the Series A Convertible Preferred Stock of their full preferential amounts
described above in this Section 3, then all such remaining Available Funds and Assets shall be distributed among the holders of
the then outstanding Common Stock and Preferred Stock pro rata according to the number and preferences of the shares of Common
Stock and Preferred Stock (as converted to Common Stock) held by such holders.
3.3
Merger or Sale of Assets
. A reorganization or any other consolidation or merger of the Company with or into any other corporation,
or any other sale of all or substantially all of the assets of the Company, shall not be deemed to be a liquidation, dissolution
or winding up of the Company within the meaning of this Section 3, and the Series A Convertible Preferred Stock shall be entitled
only to (i) the right provided in any agreement or plan governing the reorganization or other consolidation, merger or sale of
assets transaction, (ii) the rights contained in the General Corporation Law of the State of Nevada and (iii) the rights contained
in other Sections hereof.
3.4
Non-Cash Consideration
. If any assets of the Company distributed to shareholders in connection with any liquidation, dissolution
or winding up of the Company are other than cash, then the value of such assets shall be their fair market value as determined
by the Board, except that any securities to be distributed to shareholders in a liquidation, dissolution or winding up of the
Company shall be valued as follows:
(a)
The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall
be as follows:
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(i)
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if
the securities are then traded on a national securities exchange or the Nasdaq National
Market (or a similar national quotation system), then the value shall be deemed to be
the average of the closing prices of the securities on such exchange or system over the
30-day period ending three (3) days prior to the distribution;
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(ii)
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if
actively traded over-the-counter, then the value shall be deemed to be the average of
the closing bid prices over the 30-day period ending three (3) days prior to the distribution;
and
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(iii)
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if
there is no active public market, then the value shall be the fair market value thereof,
as determined in good faith by the Board.
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(b)
The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make
an appropriate discount from the market value determined as above in subparagraphs (a)(i), (ii) or (iii) of this subsection to
reflect the approximate fair market value thereof, as determined in good faith by the Board.
4.
Conversion Rights
.
4.1
Conversion of Preferred Stock
.
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(a)
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Optional
Conversion. Each share of Series A Convertible Preferred Stock shall be convertible,
at the option of the holder thereof, at any time after the issuance of such share, into
one (1) share of Common Stock.
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(b)
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Automatic
Conversion. Each share of Series A Convertible Preferred Stock will automatically convert,
without any action on the part of the Holder, into one (1) share of Common Stock, upon
(i) a reorganization or any other consolidation or merger of the Company with or into
any other Person (where the Company is not the survivor or where there is a change in
or distribution with respect to the Common Stock of the Company), (ii) any sale, conveyance,
transfer or other disposition of all or substantially all of the property, assets or
business of the Company to another Person, (iii) the effectuation of a transaction or
series of related transactions in which more than fifty percent (50%) of the voting power
of the Company is disposed of, or (iv) the listing of the Company’s securities
on a securities exchange.
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4.2
Procedures for Exercise of Conversion Rights
. The holders of any shares of Series A Convertible Preferred Stock may exercise
their conversion rights as to all such shares or any part thereof by delivering to the Company during regular business hours,
at the office of any transfer agent of the Company for the Series A Convertible Preferred Stock, or at the principal office of
the Company or at such other place as may be designated by the Company, the certificate or certificates for the shares to be converted,
duly endorsed for transfer to the Company (if required by the Company), accompanied by written notice stating that the holder
elects to convert such shares. Conversion shall be deemed to have been effected on the date when such delivery is made, and such
date is referred to herein as the “Conversion Date” (unless the conversion is effected automatically, in which case
the date that the financing conditions set forth above shall be the Conversion Date). As promptly as practicable after the Conversion
Date, but not later than ten (10) business days thereafter, the Company shall issue and deliver to or upon the written order of
such holder, at such office or other place designated by the Company, a certificate or certificates for the number of full shares
of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common
Stock as provided in section 4(c) below. The holder shall be deemed to have become a shareholder of record on the Conversion Date.
Upon conversion of only a portion of the number of shares of Series A Convertible Preferred Stock represented by a certificate
surrendered for conversion, the Company shall issue and deliver to or upon the written order of the holder of the certificate
so surrendered for conversion, at the expense of the Company, a new certificate covering the number of shares of Series A Convertible
Preferred Stock representing the unconverted portion of the certificate so surrendered.
4.3
No Fractional Shares
. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series
A Convertible Preferred Stock. If more than one share of Series A Convertible Preferred Stock shall be surrendered for conversion
at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed
on the basis of the aggregate number of shares of Series A Convertible Preferred Stock so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series A Convertible Preferred Stock,
the Company shall pay a cash adjustment in respect of such fractional interest equal to the fair market value of such fractional
interest as determined by the Board.
4.4
Payment of Taxes for Conversions
. The Company shall pay any and all issue and other taxes that may be payable in respect
of any issue or delivery of shares of Common Stock on conversion pursuant hereto of Series A Convertible Preferred Stock. The
Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares of Series A Convertible Preferred Stock so converted
were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the
Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.
4.5
Reservation of Common Stock
. The Company shall at all times reserve and keep available, out of its authorized but unissued
Common Stock, solely for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, the full number
of shares of Common Stock deliverable upon the conversion of all shares of all series of preferred stock from time to time outstanding.
4.6
Registration or Listing of Shares of Common Stock
. If any shares of Common Stock to be reserved for the purpose of conversion
of shares of Series A Convertible Preferred Stock require registration or listing with, or approval of, any governmental authority,
stock exchange or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly
issued or delivered upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration,
listing or approval, as the case may be.
4.7
Status of Common Stock Issued Upon Conversion
. All shares of Common Stock which may be issued upon conversion of the shares
of Series A Convertible Preferred Stock will upon issuance by the Company be validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issuance thereof.
4.8
Status of Converted Preferred Stock
. In case any shares of Series A Convertible Preferred Stock shall be converted pursuant
to this Section 4, the shares so converted shall be canceled and shall not be issuable by the Company.
5.
Adjustment of Conversion Price
.
5.1
General Provisions
. In case, at any time after the date hereof, of any capital reorganization, or any reclassification
of the stock of the Company (other than a change in par value or as a result of a stock dividend or subdivision, split-up or combination
of shares), or the consolidation or merger of the Company with or into another person (other than a consolidation or merger in
which the Company is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other
disposition of all or substantially all the properties and assets of the Company as an entirety to any other person, the shares
of Series A Convertible Preferred Stock shall, after such reorganization, reclassification, consolidation, merger, sale or other
disposition, be convertible into the kind and number of shares of stock or other securities or property of the Company or of the
entity resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold
or otherwise disposed to which such holder would have been entitled if immediately prior to such reorganization, reclassification,
consolidation, merger, sale or other disposition it had converted its shares of Series A Convertible Preferred Stock into Common
Stock. The provisions of this section 5(a) shall similarly apply to successive reorganizations, reclassifications, consolidations,
mergers, sales or other dispositions. The provisions of this section 5 shall not affect the conversion of the Class A Convertible
Preferred Stock in the event of a forward or reverse stock split.
5.2
No Impairment
. The Company will not, through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, including amending this Certificate of Designation, avoid or seek to
avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this section 5 and in the taking of all such action as
may be necessary or appropriate in order to protect the conversion rights of the holders of Series A Convertible Preferred Stock
against impairment. This provision shall not restrict the Company from amending its Articles of Incorporation in accordance with
the General Corporation Law of the State of Nevada and the terms hereof.
6.
Notices
. Any notices required by the provisions of this Certificate of Designation to be given to the holders of shares
of Series A Convertible Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed
to each holder of record at its address appearing on the books of the Company.
7.
Voting Provisions
. Each share of Series A Convertible Preferred Stock shall be entitled to the number of votes to which
the holders thereof would be entitled if they converted their shares of Series A Convertible Preferred Stock at the time of voting
in accordance with Section 4 hereof.
8.
Restrictions and Limitations
. Except as expressly provided herein or as required by law, so long as any shares of Series
A Convertible Preferred Stock remain outstanding, the Company shall not, without the vote or written consent of the holders of
at least a majority of the then outstanding shares of the Series A Convertible Preferred Stock, (i) directly or indirectly, enter
into, create, incur or assume any new indebtedness for borrowed money, or (ii) incur any liens on the Company’s assets.
IN
WITNESS WHEREOF, the Company has caused this Certificate of Designation of Series A Convertible Preferred Stock to be duly executed
by its Chief Executive Officer and attested to by its Secretary and has caused its corporate seal to be affixed hereto this 22nd
day of May, 2019.
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By:
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Alex
Aliksanyan, Chief Executive Officer
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By:
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Thomas
M. Grbelja, Secretary
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Nestbuilder.com
Corp.
STOCK
PURCHASE AGREEMENT
Series
A Convertible Preferred Stock
STOCK
PURCHASE AGREEMENT
This
Stock Purchase Agreement (this “
Agreement
”) is entered into as of __________________, 2019, by and between
Nestbuilder.com Corp., a Nevada corporation (the “
Company
”) and ___________________________ (the “
Purchaser
”).
The Company and the Purchaser may be referred to as a “
Party
” and collectively as the “
Parties
.”
ARTICLE
1
PURCHASE
OF THE SHARES
The
Purchaser hereby irrevocably offers to purchase from the Company ___________________________ (_________) shares of Series A Convertible
Preferred Stock of the Company (the “
Shares
”) at a per-share purchase price of Twenty Five Cents ($0.25) per
share, for a total purchase price of _______________________ Dollars ($____________) (the “
Purchase Price
”),
which amount, when and if accepted by the Company, will constitute the payment by the Purchaser of the Purchase Price for the
Shares.
ARTICLE
2
CLOSING
AND DELIVERY
2.1
Closing
. Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the
Shares (the “
Closing
”) shall be held simultaneous with the execution of this Agreement, or at such other time
mutually agreed upon between the Company and the Purchaser, but not later than the date that is 30 days following the date hereof
(the date the Closing occurs, the “
Closing Date
”). The Closing shall take place at the offices of the Company,
or by the exchange of documents and instruments by mail, courier, facsimile and wire transfer to the extent mutually acceptable
to the Parties hereto.
2.2
Deliveries at Closing
. At the Closing:
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(a)
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The Company shall
deliver to the Purchaser the Shares, which shall be uncertificated and shall be registered in the name of the Purchaser on
the books of the Company.
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(b)
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The Purchaser shall
deliver to the Company the Purchase Price and the Investor Questionnaire.
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ARTICLE
3
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
3.1
Representations and Warranties of the Company
. The Company represents and warrants as of the date hereof as follows:
3.1.1
Authority of the Company
. The Company has the full right, power and authority to enter into this Agreement and to carry
out and consummate the transactions contemplated herein.
3.1.2
Existence of the Company
. The Company is a corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada. The Company has all requisite limited liability company power, franchises, licenses, permits and
authority to own its properties and assets and to carry on its business as it has been and is being conducted.
3.1.3
Authorization
. All actions on the part of the Company necessary for the authorization, execution, delivery and performance
of this Agreement by the Company and the performance of the Company’s obligations hereunder has been taken or will be taken
prior to the issuance of the Shares. This Agreement, when executed and delivered by the Company, shall constitute valid and binding
obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.
3.1.4
Valid Issuance of Shares
. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than
restrictions on transfer under applicable state and federal securities laws and liens or encumbrances created by or imposed by
the Purchaser.
3.1.5
Governmental Consents
. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations,
declarations, or filings with, any governmental authority required on the part of the Company in connection with the valid execution
and delivery of this Agreement, the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated
hereby shall have been obtained, except for notices required or permitted to be filed with certain state and federal securities
commissions, which notices will be filed on a timely basis.
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER
4.1
Representations and Warranties of the Purchaser
. To induce the Company to enter into this Agreement and to consummate the
transactions contemplated hereby, the Purchaser represents and warrants as of the date hereof as follows:
4.1.1
Investment Purpose
. The Purchaser represents that it is purchasing the Shares for its own account, with the intention of
holding the Shares, with no present intention of dividing or allowing others to participate in this investment or of reselling
or otherwise participating, directly or indirectly, in a distribution of the Shares, and shall not make any sale, transfer, or
pledge thereof without registration under the Securities Act of 1933 (the “
Securities Act
”) and any applicable
securities laws of any state unless an exemption from registration is available under those laws.
4.1.2
Access to Information
. The Purchaser acknowledges that the Purchaser has been furnished with such financial and other information
concerning the Company, the managers and officers of the Company, and the business and proposed business of the Company as the
Purchaser considers necessary in connection with the Purchaser’s investment in the Shares. Purchaser has also had an opportunity
to review the public filings of the Company available in the Securities and Exchange Commission’s EDGAR database. As a result,
the Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company
and has discussed with management of the Company any questions the Purchaser may have had with respect thereto. The Purchaser
understands:
(i)
The risks involved in this investment, including the speculative nature of the investment;
(ii)
The financial hazards involved in this investment, including the risk of losing the Purchaser’s entire investment;
(iii)
The lack of liquidity and restrictions on transfers of the Shares; and
(iv)
The tax consequences of this investment.
The
Purchaser has consulted with the Purchaser’s own legal, accounting, tax, investment and other advisers with respect to the
tax treatment of an investment by the Purchaser in the Shares and the merits and risks of an investment in the Shares.
4.1.3
Shares Part of Private Placement
. The Purchaser has been advised that the Shares have not been registered under the Securities
Act, or qualified under the securities law of any state, on the ground, among others, that no distribution or public offering
of the Shares is to be effected and the Shares will be issued by the Company in connection with a transaction that does not involve
any public offering within the meaning of section 4(2) of the Securities Act and/or Regulation D as promulgated by the Securities
and Exchange Commission under the Securities Act, and under any applicable state blue sky authority. The Purchaser understands
that the Company is relying in part on the Purchaser’s representations as set forth herein for purposes of claiming such
exemptions and that the basis for such exemptions may not be present if, notwithstanding the Purchaser’s representations,
the Purchaser has in mind merely acquiring the Shares for resale on the occurrence or nonoccurrence of some predetermined event.
The Purchaser has no such intention.
4.1.4
Further Limitations on Disposition
. Purchaser further acknowledges that the Shares are restricted securities under Rule
144 of the Securities Act and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting
the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following:
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND THEY CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED
EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES LAWS OR UPON DELIVERY TO THIS
Company
OF AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE
Company
THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
4.1.5
Accredited Investor
. The Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation
D promulgated under the Securities Act.
4.1.6
Ability to Bear Economic Risk
. Purchaser acknowledges that investment in the Shares involves a high degree of risk, and
represents that he is able, without materially impairing his financial condition, to hold the Shares for an indefinite period
of time and to suffer a complete loss of his investment.
4.1.7
Purchaser Authorization
.
The Purchaser, if not an individual, is empowered and duly authorized to enter into this
Agreement under any governing document, partnership agreement, trust instrument, pension plan, charter, certificate of incorporation,
bylaw provision or the like; this Agreement constitutes a valid and binding agreement of the Purchaser enforceable against the
Purchaser in accordance with its terms; and the person signing this Agreement on behalf of the Purchaser is empowered and duly
authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw
provision, board of directors or stockholder resolution, or the like.
4.1.8
Investor Questionnaire
. The Purchaser has accurately completed the Investor Questionnaire attached hereto as
Exhibit
A
and incorporated by reference herein.
ARTICLE
5
INDEMNIFICATION
The
Purchaser hereby agrees to indemnify and defend the Company and its officers and managers and holds them harmless from and against
any and all liability, damage, cost or expense incurred on account of or arising out of:
(a)
Any breach of or inaccuracy in the Purchaser’s representations, warranties or agreements herein;
(b)
Any disposition of any Shares contrary to any of the Purchaser’s representations, warranties or agreements herein; and
(c)
Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements was inaccurate
or misleading or otherwise cause for obtaining damages or redress from the Company or any manager or officer of the Company under
the Act, or (ii) any disposition of any Shares.
ARTICLE
6
MISCELLANEOUS
6.1
Expenses
. Except as otherwise specifically provided for herein, whether or not the transactions contemplated hereby are
consummated, each of the Parties hereto shall bear the cost of all fees and expenses relating to or arising from its compliance
with the various provisions of this Agreement and such Party’s covenants to be performed hereunder, and except as otherwise
specifically provided for herein, each of the Parties hereto agrees to pay all of its own expenses (including, without limitation,
attorneys and accountants’ fees and printing expenses) incurred in connection with this Agreement, the transactions contemplated
hereby, the negotiations leading to the same and the preparations made for carrying the same into effect.
6.2
Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of
this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient or when sent
by facsimile followed by delivery by reputable overnight courier service (charges prepaid), one day after being sent to the recipient
by reputable overnight courier service (charges prepaid). Any notice, demand or other communication hereunder may be given by
any other means (including electronic mail), but shall not be deemed to have been duly given unless and until it is actually received
by the intended recipient. Such notices, demands and other communications shall be sent to the addresses indicated below:
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To
the Company:
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Nestbuilder.com
Corp.
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201
W. Passaic Street, Suite 301
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Rochelle
Park, NJ 07662
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To
the Purchaser:
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________________________________
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________________________________
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________________________________
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Facsimile:
________________________
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Email:
___________________________
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or
to such other address, to the attention of such other Person and/or with such other copy or copies as the recipient Party has
specified by prior written notice to the sending Party. If any time period for giving notice or taking action expires on a day
which is a Saturday, Sunday or legal holiday in the State of Nevada (any other day being a “business day”), such time
period shall automatically be extended to, the next business day immediately following such Saturday, Sunday or legal holiday.
6.3
Entire Agreement
. This Agreement, together with the exhibits hereto, 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 that is not embodied in this Agreement or exhibits hereto, 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.
6.4
Remedies Cumulative
. No remedy herein conferred upon any Party is intended to be exclusive of any other remedy and each
and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing
at law or in equity or by statute or otherwise.
6.5
Execution of Additional Documents
. Each Party hereto shall make, execute, acknowledge and deliver such other instruments
and documents, and take all such other actions as may be reasonably required, in order to effectuate the purposes of this Agreement
and to consummate the transactions contemplated hereby.
6.6
Finders’ and Related Fees
. Each of the Parties hereto is responsible for, and shall indemnify the other against,
any claim by any third party to a fee, commission, bonus or other remuneration arising by reason of any services alleged to have
been rendered to or at the instance of said Party to this Agreement with respect to this Agreement or to any of the transactions
contemplated hereby.
6.7
Governing Law
. This Agreement has been negotiated and executed in the State of Nevada and shall be construed and enforced
in accordance with the laws of such state including all matters of construction, validity, performance, and enforcement and without
giving effect to the principles of conflict of laws.
6.8
Forum
. Each of the Parties hereto agrees that any action or suit that may be brought by any Party hereto against any other
Party hereto in connection with this Agreement or the transactions contemplated hereby may be brought only in a federal or state
court in Clark County, Nevada.
6.9
Attorneys’ Fees
. Except as otherwise provided herein, 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 exclusive of such amount of attorneys’ fees as shall
be a premium for result or for risk of loss under a contingency fee arrangement.
6.10
Binding Effect and Assignment
. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and
their respective heirs, executors, administrators, legal representatives and assigns. No Party may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.
6.11
Rules of Construction
. The Purchaser acknowledges that this Agreement has been drafted by attorneys for the Company. The
Parties agree that this Agreement has been negotiated as an arms-length transaction and that both Parties have had the opportunity
to be represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any
law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed
against the party drafting such agreement or document.
6.12
Counterparts
. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce
or account for more than one such counterpart.
6.13
Telecopy Execution and Delivery
. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or
more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective
for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement
as well as any facsimile, telecopy or other reproduction hereof.
6.14
Currency
. All currency is expressed in U.S. dollars.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written hereinabove.
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“
Company
”
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Nestbuilder.com
Corp.,
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a
Nevada corporation
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By:
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Name:
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Alex
Aliksanyan
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Title:
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Chief
Executive Officer
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“
Purchaser
”
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[Name
of Purchaser]
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By:
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Name:
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Title:
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[SIGNATURE
PAGE TO STOCK PURCHASE AGREEMENT]
Exhibit
a
Investor
Questionnaire
(to
be completed by each Purchaser)
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Name:
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___________________________
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Home
Phone:
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___________________________
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Work
Phone:
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___________________________
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1.
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a.
State of Residence: _______________________________________________________________________
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b.
For how long?
___________________________________________________________________________
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c.
Do you maintain a residence in any other state?
________________________________________________
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2.
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In
which state(s) do you
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a.
File state income tax returns:
______________________________________________________________
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b.
Vote:
________________________________________________________________________________
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c.
Hold current driver’s license:
______________________________________________________________
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d.
Maintain a house or apartment:
____________________________________________________________
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3.
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What
is your present age? _________ What is your date of birth? _____________________
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4.
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Affiliations
with Nestbuilder.com Corp.: ________________________________________________________
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5.
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Please
check the box of the category or categories that describe the purchaser referenced above (the “Purchaser”)
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[ ]
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(i)
a natural person, who (i) has a net worth ((x) excluding the value of the Purchaser’s primary residence and the related
amount of indebtedness secured by the primary residence up to the fair market value of the residence) individually or jointly
with the Purchaser’s spouse that exceeds $1,000,000 at the time of purchase of the Shares or (ii) had annual income
in excess of $200,000 in each of the two most recent calendar years and reasonably expects to have income in excess of $200,000
in the current calendar year; or (iii) had annual income jointly with the Purchaser’s spouse in excess of $300,000 in
each of the two most recent calendar years and reasonably expects to have joint income in excess of $300,000 in the current
calendar year;
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[ ]
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(ii)
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;
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(iii)
a broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934;
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(iv)
an insurance company as defined in Section 2(a)(13) of the Securities Act;
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(v)
an investment company registered under the U.S. Investment Company Act of 1940 (the “
Investment Company Act
”);
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(vi)
a business development company as defined in Section 2(a)(48) of the Investment Company Act;
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(vii)
a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the
U.S. Small Business Investment Act of 1958;
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(viii)
a 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, which plan has total assets in excess of $5,000,000;
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(ix)
an employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974 (“
ERISA
”),
and (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank,
savings and loan association, insurance company or registered investment adviser, (ii) the employee benefit plan has total
assets in excess of $5,000,000, or (iii) if a self-directed plan, investment decisions are made solely by persons that are
accredited investors;
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(x)
a private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940 (the “Advisers
Act”);
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(xi)
an organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986 (the “
Code
”),
a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring
the Shares, with total assets in excess of $5,000,000;
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(xii)
a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase
is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or
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(xiii)
a corporation, partnership, limited liability company, trust, estate or other entity, each of the equity owners of which is
an “accredited investor” (as such term is defined in Rule 501 of Regulation D).
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