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Shareholder Terms Of Service & (SPA) Agreement

Updated May 1, 2023
Tekki Ai and LawBot

This Stock purchase agreement (SPA) and the terms herein are legally binding between shareholders and Tekki Ai, Inc and Interface Development, Inc. This (SPA) is also known as a share purchase agreement, these contracts establish all of the terms and conditions related to the sale of a Tekki Ai, Inc stocks.  


Please read this (SPA) Agreement carefully before investing. If you do not agree to any terms and conditions or you have any questions regarding terms and conditions of this Agreement please contact David Kelly at (407) 663-0508 
This Agreement is formed between you (Shareholder)  and Tekki Ai, Inc, & Interface Development, Inc. (Companies) "We" 

(SD) Submitted Digitally.

 ​

TEKKI AI, INC. AND INTERFACE DEVELOPMENT, INC INVESTMENT AGREEMENT for the
DATE: (SOF)
Investee “Entrepreneur” "Shareholder"
Tekki Ai, Inc. & Interface Development, Inc.
750 Lexington Ave 12th Floor New York
NY 10022
Email: info@tekki.ai
AND,
Investor “Investor” (Shareholder)
Name & Address: (SD)
Email: (SD)

This (SPA) Stock Purchase Agreement (the "Agreement") sets forth a purchase agreement for the purchase of Tekki Ai, Inc. organized under the laws of the United States Of America ("Buyer") (SOF), of newly issued (Early Investor Shares) (the "Shares") of Tekki Ai, Inc, a New York and Florida Company (the "Company").  Tekki, Inc. is a wholly-owned subsidiary of Interface Development, Inc., a Delaware Company ("Interface"), and Tekki & Interface is executing this Agreement solely with respect to Sections 3(b), 6, 7, and 8 hereof.  The Shares acquired by the "Buyer" (SOF) shall represent, in the aggregate,  available outstanding stock of the Company on a fully-diluted basis as of the date hereof (SOF), and the Shares acquired by (SOF Buyer) shall be a total of (SOF).

 

1. Sale and Issuance of Shares.

 

(a) Authorization of Shares.  The Company has authorized the sale and issuance of the Shares to the Purchaser.  The Shares have the rights, preferences, privileges and restrictions set forth in the Terms
and Conditions of this (SPO) Stock Purchase Agreement.


(b) Sale and Purchase.  Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to purchaser (SD), and each Purchaser agrees, severally and not jointly, to purchase from the Company, the number of Shares set forth by (SD). Such Purchaser's name and signature listed on this agreement will be gifted shares at a cash purchase price of (SD) per share. (the "Purchase Price"). The total amount of shares sold at this cash price will be (SD) shares totaling a cash investment price of (SD) (Gifted By Tekki, Inc.). Additional shares provided to investor are promotional shares provided by Company (Early Investor & F&F Programs) These promotional shares include N/A bonus shares. Purchaser will receive a total of (SD) Shares.

 

2. Representations and Warranties of the Company.  The Company hereby represents and warrants to each Purchaser as of the date hereof as follows:

 

(a) Organization.  The Company is a corporation duly organized, validly existing and in good standing under the laws of NEW YORK AND FLORIDA.  The Company has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and as presently proposed to be conducted, to execute and deliver this Agreement, to issue and sell the Shares, and to carry out the provisions of this Agreement.

 

(b) Authorization.  All corporate action on the part of the Company, its officers, directors and Shareholders necessary for the authorization of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, sale, issuance and delivery of the Shares pursuant hereto has been taken or will be taken prior to the Closing.  The Agreement, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company enforceable in accordance with its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

 

(c) Capitalization; Title to Shares.   All of the outstanding shares of the Company are validly issued, fully paid and non-assessable and owned by each of the persons as set forth on Schedule 2(c) hereto.  Except as set forth in Schedule 2(c) hereto, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any of its equity securities.  The rights, preferences, privileges and restrictions of the Shares are as stated in the Terms.  When issued in compliance with the provisions of this Agreement and the Articles, the Shares will be validly issued, fully paid and non-assessable, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon Tekki Ai, Inc. The issuance of the Shares to the Purchasers hereunder are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

 

(d) No Violation.  None of the execution and delivery of this Agreement, the consummation of the transactions provided for herein or contemplated hereby, nor the fulfillment by the Company of the terms hereof will (with or without notice or passage of time or both), to the Company's knowledge: (i) violate any law, order, rule or regulation of any court, administrative agency or other national, state or local governmental authority applicable to the Company or its properties, or (ii) result in the breach of any mortgage, note, contract or other agreement or obligation of any kind or nature by which the Company or its properties may be bound.

 

(e)  Consents.  No permits, approvals or consents of or notifications to (i) any governmental entities or (ii) any other persons are necessary by the Company in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the purchaser (SOF)  contemplated hereby, except for the post-closing commercial registration of the Shares and (ii) such filings as may be required under applicable securities laws.

 

(f)  Financial Statement.  Tekki Ai, Inc.  is a private company in New York and Florida and is not required to provide p financial statement nor any other type of detailed profit and loss statements publicly. Tekki Ai, Inc will supply detailed financials if requested by investor by emailing invest@tekki.ai

 

(g) Liabilities.  The Company has no material liabilities or obligations, contingent or otherwise, listed or not listed liabilities in Private Financial Statements. 

 

(h) Litigation.  There is no action, suit, proceeding or investigation pending or, to the Company's knowledge, currently threatened against the Company or any of its subsidiaries that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect or any change in the current equity ownership of the Company, or to devalue current share price.  The foregoing includes, without limitation, actions pending or, to the Company's knowledge, threatened or any basis therefor known by the Company involving the prior employment of any of the Company's or any of its subsidiaries' employees, their use in connection with the Company's or any of its subsidiaries' business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.  None of the Company or any of its subsidiaries is a party, or to its knowledge subject, to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.  There is no action, suit, proceeding or investigation by the Company or any of its subsidiaries currently pending or which the Company or any of its subsidiaries intends to initiate.

 

(h) Taxes.  The Company and each of its subsidiaries has filed all applicable income, sales, withholding and other tax reports, documents, statements and returns (collectively "Tax Returns") required by any law or regulation to be filed by it, and such Tax Returns are true and correct in all material respects.  All taxes shown to be due and payable on such Tax Returns, any assessments imposed, and to the Company's knowledge, all other taxes due and payable by the Company and each of its subsidiaries on or before the date hereof have been paid or will be paid prior to the time they become delinquent.  None of the Company or any of its subsidiaries has been advised (i) that any of its Tax Returns have been or are being audited as of the date hereof, or (ii) of any deficiency in assessment or proposed judgment to any of its taxes.  The Company has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date hereof that is not adequately provided for.

 

(i)  Compliance with Laws.  None of the Company or any of its subsidiaries is in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would result in a Material Adverse Effect.

 

(j)  Employees.  Except a otherwise required by law or regulation, no employee of the Company or any of its subsidiaries has been granted any material compensation following termination of employment with the Company or any of its subsidiaries.  To the Company's knowledge, no employee of the Company or any of its subsidiaries, nor any consultant with whom the Company or any of its subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its subsidiaries in all material respects; and to the Company's knowledge the continued employment by the Company and its subsidiaries of its present employees, and the performance of the Company's or its subsidiary's contracts with its independent contractors, will not result in any such violation.  None of the Company or any of its subsidiaries has received any notice alleging that any such violation has occurred.  The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its subsidiaries, nor does the Company or any of its subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.  There are no actions pending, or to the Company's knowledge, threatened, by any former or current employee concerning such person's employment by the Company or any of its subsidiaries.

 

(k)   Insurance.  Each insurance policy of the Company is in good standing, valid and subsisting, and in full force and effect in accordance with its terms.  The insurance policies of the Company are reasonably adequate and customary for the conduct of the Company's business as presently conducted and as presently proposed to be conducted.  All premiums due on such insurance policies or renewals thereof have been paid and, to the knowledge of the Company, there is no default by the Company under any such insurance policies.

 

(l)   Intellectual Property.

 

(i)    The Company owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any infringement of the rights of others.  There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard software products.

 

(ii)   The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.

 

(iii)   The Company is not aware that any of its employees, representative directors, consultants or other service providers is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as now conducted and as presently proposed to be conducted.  To the Company's knowledge, no former and current employee, officer or consultant of the Company owns any works or inventions made prior to his or her employment with the Company which have not been properly transferred or assigned to the Company, without further payment or obligation by the Company, free and clear of any liens or other encumbrances.  The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been transferred or assigned to the Company.

 

(m)  Title to Properties and Assets; Liens.  The Company has good title to its material properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statement, and to the Company's knowledge, good title to its leasehold estates, in each case not subject to any mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes which have not yet become delinquent, (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (c) those that have otherwise arisen in the ordinary course of business.  All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company that are material to its business are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

 

3.             Representations and Warranties of the Purchaser and Tekki Ai, Inc.

 

(a)           Purchasers.  Each Purchaser represents and warrants, severally and not jointly, to the Company as follows:

 

(i)            Authorization.  Such Purchaser has all requisite power, right and authority to execute and deliver the Agreement, to purchase the Shares hereunder and to carry out and perform its obligations under the terms of this Agreement.  All corporate action on the part of such Purchaser, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of the Agreement, and the performance of all of such Purchaser's obligations hereunder, has been taken or will be taken prior to the Closing.  This Agreement, when executed and delivered by such Purchaser, shall constitute valid and legally binding obligations of such Purchaser, enforceable against such Purchaser in accordance with its terms, except: (A)  as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (B) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

4.             Entrustment Agreement.  Concurrently with the execution and delivery of this Agreement, the Company and (SD) (the "Purchaser") shall enter into an Executive Entrustment Agreement ("Entrustment Agreement") in substantially the form attached hereto as Exhibit D.

 

5.             Shareholders Agreement.  Concurrently with the execution and delivery of this Agreement, the Company, the Purchasers, Groupon, and each of the individual founders listed on Exhibit B thereto, shall enter into a Shareholders Agreement ("Shareholders Agreement") in substantially the form attached hereto as Exhibit E.

 

6.             Confidentiality.  The terms of this Agreement and any non-public information obtained by any party from another party pursuant to this Agreement shall be kept confidential.

7.             Company Dividend. Purchaser will receive a quarterly dividend payment for each share purchased. “Quarterly Dividend Payment” means an amount derived from company quarterly earnings and share value. Quarterly means four (4) dividend payments in a 12-month period beginning on (SOF) date and continuing for the life of the business. In case of investors (Purchaser) death, shares can be transferred or assigned to any additional party through probate or will.

8.             Termination Amount.  There is no stock dividend or investment termination amount assigned to the agreement. 

9.             After (3) months (90) days of the share purchase date buyers can sell shares on a secondary market or transfer sold shares directly to new buyer. Tekki Ai, Inc. and Interface Development will also purchase any shares from investors directly at a 20% discount of current share value. 

Signatures and completed authorization  (SD)

10.             Notice Information. Please forward all notices and correspondence to support@tekki.ai 

or mail to: 

Tekki Ai, Inc. & Interface Development, Inc.

750 Lexington Ave

12th Floor

New York NY 10022

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