AGREEMENT
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Xxxxxxx Xxxxxxx, a
businessman having an address for notice and delivery located at Xx.
Xxxxxxxx 000, Xxxxxxx, Xxxx, Xxxx
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(the “Seller”)
And
Xxxxxx Xxxx, a businessman
having an address for notice and delivery located at Xxxxx 00, Xxxxx Xxxx,
#00-00, Xxxxxxxxx 000000
(the "Purchaser").
RECITALS:
FIRST, Seller is the owner of an
aggregate of 34,800,000 shares of common stock of Affinity Gold Corp., a Nevada
corporation (“Affinity”, or the “Company”).
SECOND,
Seller desires to
sell 6,000,000 shares (the “Shares”) of the 34,800,000 shares of common stock of
the Company registered to the Seller to the Purchaser on the terms and
conditions provided for in this Agreement.
THRID,
Purchaser desires to purchase the Shares from the Sellers on the terms and
conditions provided for in this Agreement.
NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants and agreements hereinafter set forth, the
parties hereto agree as follows:
I. SALES
OF THE SHARES.
1.01 Shares being
Sold. Subject to the terms and conditions of this Agreement,
the Seller is selling, assigning, and delivering the Shares (6,000,000 shares)
to the Purchaser at the closing provided for in Section 1.03 hereof (the
"Closing"), free and clear of all liens, charges, or encumbrances of whatsoever
nature.
1.02 Consideration. The
Seller acknowledges that Purchaser is purchasing the Shares for an aggregate
consideration of US$10,000.00, which shall be delivered to the Seller at the
Closing.
1.03 Closing. The
Closing of the transactions provided for in this Agreement is taking place on or
before March 6, 2009. At the Closing, the Seller will deliver to the
Purchaser duly endorsed stock certificates representing the
Shares. Concurrently therewith, the Purchaser will deliver in
aggregate US$10,000.00 to the Seller for the purchase of the
Shares.
II. REPRESENTATIONS
AND WARRANTIES BY THE SELLERS.
The Seller hereby jointly and severally
represents and warrants to the Purchaser that to the best of the Seller’s
knowledge, with the intent that the Purchaser will rely on these representations
and warranties in entering into this Agreement, and in concluding the purchase
and sale contemplated by this Agreement, that:
2.01 Organization,
Capitalization, etc.
(a) The Company is a
corporation duly organized, validly existing, and in good standing under the
laws of the state of Nevada, and is qualified in no other state.
(b) The authorized capital
stock of the Company consists of 2,700,000,000 shares of common stock with a par
value of $0.001 per share and 10,000,000 shares of preferred stock with a par
value of $0.001 per share. As of the date of this Agreement,
64,500,000 common shares and nil preferred shares are validly issued and
outstanding, fully paid and non-assessable.
(c) The Company has the
corporate power and authority to carry on its business as presently
conducted.
2.02 No
Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or default under any term or provision of the Articles of
Incorporation or Bylaws of the Company, or of any contract, commitment,
indenture, other agreement or restriction of any kind or character to which the
Company or the Seller is a party or by which the Company or the Seller is
bound.
2.03 Authority. The Sellers have the
power and authority to execute and deliver this Agreement, to perform their
obligations hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the
Seller and
constitutes a valid and binding instrument, enforceable in accordance with its
terms.
2.04 Title to the
Shares. The Seller is the sole legal and beneficial owner of
the Shares in Affinity and the Seller has good and marketable title
thereto. All of the Shares owned by the Seller are owned free and
clear of any liens, claims, options, charges, or encumbrances of whatsoever
nature. The Seller has the unqualified right to sell, assign, and
deliver the Shares, and, upon consummation of the transactions contemplated by
this Agreement, the Purchaser will acquire good and valid title to the Shares,
free and clear of all liens, claims, options, charges, and encumbrances of
whatsoever nature. The Purchaser acknowledges that the Shares being
acquired from the Seller are restricted securities so that such Shares will have
trading restrictions.
2.05 Control
Shares. The Certificates representing the Share delivered
pursuant to this Agreement are owned by an affiliate of the Company and
accordingly are restricted securities as that term is defined in Rule 144 of the
Securities Act of 1933 (the “Act”). As such, upon transfer of the
Shares to the Purchaser, the Purchaser will begin a new holding period as set
forth in Rule 144 and the Shares may not be resold without registration or
pursuant to an exemption from registration for the holding period set forth in
Rule 144. Accordingly, certificates issued to the Purchaser will
contain an appropriate restrictive legend.
2.06 Undisclosed
Liabilities. Except to the extent reflected in the balance
sheet of the Company, the Company, as of that date, had no liabilities or
obligations of any nature, whether absolute, accrued, contingent, or otherwise
and whether due or to become due. Further, the Seller does not know
or have no reasonable ground to know of any basis for the assertion against the
Company of any liability or obligation as of December 31, 2008, of any nature or
in any amount not fully reflected or reserved against in the financial
statements.
2.07 Title to
Properties; Encumbrances. The Company has good and marketable
title to all of its properties and assets, real and personal, tangible and
intangible.
2.08 No Claims;
Indemnity. There are
currently no claims or lawsuits threatened or pending against the Company or the
Seller as the owners of his shares, and the Seller is unaware of any conditions
or circumstances that would lead to or justify the filing of any claim or
lawsuit. If, after the consummation of this transaction and the
transfer of the Shares from the Seller to the Purchaser any claim or lawsuit
shall be filed against Affinity or the Purchaser (as the owner of the Shares),
arising out of any circumstances whatsoever prior to transfer of the shares, the Seller shall defend,
indemnify and hold the Purchaser harmless from and against any and all such
claims or lawsuits or any awards or judgments granted thereunder.
III. REPRESENTATIONS
AND WARRANTIES BY THE PURCHASER.
The Purchaser hereby represents and
warrants to the Seller that to the best of the Purchaser’s knowledge, with the
intent that the Seller will rely on these representations and warranties in
entering into this Agreement, and in concluding the purchase and sale
contemplated by this Agreement, that:
3.01 Representations
Regarding the Acquisition of the Shares.
(a) The undersigned
Purchaser understands that the SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR FOREIGN
SECURITIES AGENCIES;
(b) The Purchaser is not an
underwriter and is acquiring the Seller’s Shares solely for investment for the
account of the Purchaser and not with a view to, or for, resale in connection
with any distribution within the meaning of the federal securities act, the
state securities acts or any other applicable laws;
(c) The Purchaser
understands the speculative nature and risks of investments associated with the
Company and confirms that the Shares are suitable and consistent with his
investment program and that his financial position enables him to bear the risks
of this investment;
3.02 Authority. The
Purchaser has the
power and authority to execute and deliver this Agreement, to perform his
obligations hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the
Purchaser and
constitutes a valid and binding instrument, enforceable in accordance with its
terms.
3.03 No
Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or default under any term or provision of any contract,
commitment, indenture, other agreement or restriction of any kind or character
to which the Purchaser is a party or by which the Purchaser is
bound.
3.04 Rule 144
Restriction. The Purchaser hereby agrees that such shares are restricted
pursuant to Rule 144 and therefore subject to Rule 144 resale
requirements.
IV. SURVIVAL
OF REPRESENTATIONS; INDEMNIFICATION.
4.01 Survival of
Representations. All representations, warranties, and
agreements made by any party in this Agreement or pursuant hereto shall survive
the execution and delivery hereof for a period of one (1) year from and after
the Closing.
4.02 Indemnification. The
Seller agrees to indemnify the Purchaser and hold him harmless from and in
respect of any assessment, loss, damage, liability, cost, and expense
(including, without limitation, interest, penalties, and reasonable attorneys'
fees) in excess of $5,000.00 in the aggregate, imposed upon or incurred by the
Purchaser resulting from a breach of any agreement, representation, or warranty
of the Seller. Assertion by a party to their right to indemnification
under this Section 4.02 shall not preclude the assertion by the parties of any
other rights or the seeking of any other remedies against the opposing
party.
V. MISCELLANEOUS.
5.01 Expenses. All
fees and expenses incurred by the Purchaser and the Seller in connection with
the transactions contemplated by this Agreement shall be borne by the respective
parties hereto.
5.02 Further
Assurances. From time to time, at the Purchaser's request and
without further consideration, the Seller, at his expense, will execute and
transfer such documents and will take such action as the Purchaser may
reasonably request in order to effectively consummate the transactions herein
contemplated.
5.03 Entire
Agreement. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter hereof. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement may be
amended only by a written instrument duly executed by the parties hereto or
their respective successors or assigns.
5.04 No
Assignments. Neither party may assign nor delegate any of its
rights or obligations hereunder without first obtaining the written consent of
the other party.
5.05 Headings. The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations of
this Agreement.
5.06 Severability. In
the event that any term, covenant, condition or other provision contained herein
is held to be invalid, void or otherwise unenforceable by any court of competent
jurisdiction, the invalidity of any such term, covenant, condition, provision or
Agreement shall in no way affect any other term, covenant, condition or
provision or Agreement contained herein, which shall remain in full force and
effect.
5.07 Governing
Law. This Agreement and each of the documents contemplated by
or delivered under or in connection with this Agreement are governed exclusively
by, and are to be enforced, construed and interpreted exclusively in accordance
with the laws of the State of Nevada and the parties submit and attorn to the
jurisdiction of the courts of the State of Nevada.
5.08
Notices. All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:
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If
to the Seller:
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Xxxxxxx
Xxxxxxx
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Xx.
Xxxxxxxx 000
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Xxxxxxx,
Xxxx, Xxxx
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If
to the Purchaser:
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Xxxxxx
Xxxx
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Xxxxx
00, Xxxxx Xxxx, #00-00
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Xxxxxxxxx 000000
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5.09 Effect. In
the event any portion of this Agreement is deemed to be null and void under any
state, provincial, or federal law, all other portions and provisions not deemed
void or voidable shall be given full force and effect.
5.10 Gender and
Number. Words importing a particular gender mean and include
the other gender and words importing a singular number mean and include the
plural number and vice versa, unless the context clearly indicated to the
contrary.
[THE
REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
5.11
Counterparts. This
Agreement may be executed simultaneously in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. Facsimile signatures are acceptable and deemed
original signatures.
IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered by the Seller and the Purchaser,
on the date first above written.
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/s/ Xxxxxxx Xxxxxxx
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XXXXXXX
XXXXXXX
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PURCHASER:
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XXXXXX
XXXX
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