COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement"), made this
25th day of August, 2010, between Xxxxxxx Xxxxxxx Xxxx and Xxxxx
Xxxxxxx Xxxx ("Sellers") and HIV-VAC, Inc. (the "Purchaser").
W I T N E S S E T H:
WHEREAS, as contemplated by this Agreement, Purchaser is to
purchase from Sellers, and Sellers are to sell to Purchaser, Eighty
percent of the common stock of Xxxxxxx x Xxxxx, S.A. DE C.V. as more
specifically provided herein. Said common shares shall represent at
least 80% of the capital of Xxxxxxx x Xxxxx, S.A. DE C.V.;
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and
conditions herein set forth, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
1.1 Purchase and Sale. Subject to the terms and conditions set
forth herein, Sellers will sell to Purchaser, and Purchaser will
purchase from Sellers, at the Closing (as hereinafter defined), Eighty
percent of stock of Xxxxxxx x Xxxxx, S.A. DE C.V. for Eight Million
(8,000,000) common shares of Purchaser valued at $.25 per common share.
1.2 Closing. The closing of the sale and purchase of the Common
Shares hereunder (the "Closing"), will be held at the offices of
Sellers 70 days from date hereof providing that the audit is complete
or at such other time, date and place as agreed to by the parties.
1.3 Delivery and Payment. At the Closing, Sellers will deliver
to Purchaser a certificate(s) representing the Common Shares, which
certificates shall be registered in the name of Purchaser, against
payment by the Purchaser to the Sellers of the aggregate purchase price
therefore. Sellers will pay all stamp and other transfer taxes, if
any, which may be payable in respect of the sale and delivery of the
Common Shares.
ARTICLE II
CONDITIONS TO CLOSING
2.1 At the Closing, Sellers, as majority holders of 80% of the
current and outstanding common shares of Xxxxxxx x Xxxxx, S.A. DE C.V.,
shall provide an audit for the year ended September 30, 2010 of Xxxxxxx
x Xxxxx, S.A. DE C.V. by an audit firm that is PCAOB registered.
2.2 Purchaser shall have acquired and then cancelled all of the
outstanding Preferred A special voting shares.
2.3 Purchaser shall have prepared and filed a Form 8-K with the
Securities and Exchange Commission upon the signing of this Stock
Purchase Agreement
2.4 Purchaser shall have prepared and filed all required
securities filings through the year ended September 30, 2010.
2.5 Purchaser shall have filed an amendment to its Articles of
Incorporation to change its name to Gruppo International, Inc.
2.56 Purchaser shall have appointed two directors nominated by
Sellers to its board of directors. The appointed directors shall serve
until the next annual meeting of the shareholders.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLERS
Sellers represent and warrant to the Purchaser as follows:
3.1 Existence and Authority. Sellers have all requisite power to
execute, deliver and perform this Agreement.
3.2 Financial Condition. Sellers warrant the Xxxxxxx x Xxxxx,
S.A. DE C.V.'s balance sheet as of December 2009 will not be materially
different at Closing. Additionally, Sellers warrant the shareholders'
equity of Xxxxxxx x Xxxxx, S.A. DE C.V. will not be less than
70,000,000 pesos.
3.2 No Conflict. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby
will not, conflict with or constitute a default under any agreement,
indenture or other instrument to which Sellers is a party or by which
Sellers may be bound or any law, regulation, order, arbitration, award,
judgment or decree applicable to Sellers.
3.3 Validity. This Agreement has been duly executed and
delivered by Sellers and is a valid and binding agreement of Sellers
enforceable against Sellers in accordance with its terms, except as the
enforceability thereof may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity.
3.4 Litigation. There are no actions, suits, proceedings or
arbitrations or investigations pending, or to Sellers's best knowledge,
threatened in any court or before any governmental agency or
instrumentality or arbitration panel or otherwise against or by the
Purchaser which seek to or could restrain, prohibit, rescind or declare
unlawful, or result in substantial damages in respect of this Agreement
or the performance hereof by Sellers (including, without limitation,
the delivery of the Common Shares).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Purchaser hereby represents and warrants to Sellers as follows:
4.1 Existence and Authority. Purchaser has all requisite power to
execute, deliver and perform this Agreement.
4.2 Share Capital. Purchaser represents that, at Closing, there
will be 10,421,916 common shares and 300,000 Preferred "B" shares
outstanding.
4.3 Financial Condition. Purchaser warrants that its only assets
comprise its vaccine technology as developed by Xx. Xxxxxx Xxxxxxx.
Purchaser has terminated its license agreement with the University of
Birmingham as the patents have expired or will have expired before they
are commercially usable. Additional, Purchaser warrants that its total
liabilities, excluding audit and legal costs as of June 30, 2010 are
$126,323 USD.
4.4 No Conflict. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby
will not, conflict with or constitute a default under any agreement,
indenture or other instrument to which Purchaser is a party or by which
Purchaser may be bound or any law, regulation, order, arbitration,
award, judgment or decree applicable to Purchaser.
4.5 Validity. This Agreement has been duly executed and delivered
by Purchaser and is a valid and binding agreement of Purchaser
enforceable against Purchaser in accordance with its terms, except as
the enforceability thereof may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity.
4.6 Litigation. There are no actions, suits, proceedings or
arbitrations or investigations pending, or to Purchaser's best
knowledge, threatened in any court or before any governmental agency
or instrumentality or arbitration panel or otherwise against or by the
Purchaser which seek to or could restrain, prohibit, rescind or declare
unlawful, or result in substantial damages in respect of this Agreement
or the performance hereof by Purchaser (including, without limitation,
the delivery of the Common Shares).
ARTICLE V
RESTRICTIONS ON DISPOSITION OF THE COMMON SHARES
5.1 Restricted Securities. Purchaser acknowledges that Purchaser
is acquiring the Common Shares pursuant to a transaction exempt from
registration under the 1933 Act. Purchaser represents, warrants and
agrees that all Common Shares acquired by Purchaser pursuant to this
Agreement are being acquired for investment without any intention of
making a distribution thereof, or of making any sale or other
disposition thereof which would be in violation of the 1933 Act or any
applicable state securities law, and that Purchaser will not dispose of
any of the Common Shares.
5.2 Legend. Until such time as the Common Shares are registered
pursuant to the provisions of the 1933 Act, any certificate or
certificates representing the Common Shares delivered pursuant to
Section 1.3 will bear a legend in substantially the following form:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not be
sold, transferred or otherwise disposed of unless they have first been
registered under such Act or unless an exemption from registration is
available."
Sellers may place stop transfer orders against the registration or
transfer of any shares evidenced by such a certificate or certificates
until such time as the requirements of the foregoing are satisfied.
ARTICLE VI
CONDITIONS TO CLOSING
6.1 Conditions to Obligations of Purchaser. The obligation of
Purchaser to purchase the Common Shares is subject to the satisfaction
of the following conditions on the date of Closing:
(a) The representations and warranties of Sellers set forth
in Article II hereof shall be true and correct; and if the Closing
shall occur on a date other than the date of this Agreement,
Purchaser shall have been furnished with a certificate, dated the date
of Closing, to such effect, signed by an authorized officer of
Sellers; and
(b) All permits, approvals, authorizations and consents of
third parties necessary for the consummation of the transactions herein
shall have been obtained, and no order of any court or administrative
agency shall be in effect which restrains or prohibits the transactions
contemplated by this Agreement, and no suit, action or other
proceeding by any governmental body or other person shall have been
instituted which questions the validity or legality of the
transactions contemplated by this Agreement.
6.2 Conditions to Obligations of Sellers. The obligation of
Sellers to sell and deliver the Common Shares to Purchaser is subject
to the satisfaction of the following conditions on the date of Closing:
(a) The representations and warranties of the Purchaser set
forth in Article III hereof shall be true and correct; and if the
Closing shall occur on a date other than the date of this Agreement,
Sellers shall have been furnished with a certificate dated the date of
Closing, to such effect, signed by an authorized office of the Trustee;
and
(b) No order of any court or administrative agency shall be
in effect which restrains or prohibits the transactions contemplated by
this Agreement, and no suit, action or other proceeding by any
governmental body or other person shall have been instituted which
questions the validity or legality of the transactions contemplated by
this Agreement.
ARTICLE VII
MISCELLANEOUS
7.1 Expenses. Purchaser shall pay all of its expenses, and shall
pay Sellers' expenses, in connection with the authorization,
preparation, execution and performance of this Agreement.
7.2 Survival of Sellers' Representations and Warranties. All
representations and warranties made by Sellers to Purchaser in this
Agreement shall survive the Closing.
7.3 Notices. All notices, requests or other communications
required or permitted to be delivered hereunder shall be in writing,
delivered by registered or certified mail, return receipt requested, as
follows:
(a) To Sellers:
Xxxxxxx Xxxxxxx Xxxx
Xxxxx Xxxxxxx Xxxx
(b) To the Purchaser:
HIVVAC, Inc.
X X Xxx 000
Xxxxxxxxxx
XX X0x 0X0
Xxxxxx
Any party hereto may from time to time, by written notice given as
aforesaid, designate any other address to which notices, requests or
other communications addressed to it shall be sent.
7.4 Specific Performance. The parties hereto acknowledge that
damages would be an inadequate remedy for any breach of the provisions
of this Agreement and agree that the obligations of the parties
hereunder shall be specifically enforceable, and neither party will
take any action to impede the other from seeking to enforce such rights
of specific performance.
7.5 Successors and Assigns; Integration; Assignability. This
Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto, and their respective legal
representatives, successors and assigns. This Agreement (a)
constitutes, the entire agreement between the parties hereto and
supersedes all other prior agreements and understandings, both written
and oral, among the parties, with respect to the subject matter hereof;
(b) shall not confer upon any person other than the parties hereto any
rights or remedies hereunder; and (c) shall not be assignable by
operation of law or otherwise.
7.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Nevada.
7.7 Further Assurances. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do,
or cause to be done, all things necessary, proper or advisable to
consummate and make effective the transactions contemplated by this
Agreement.
7.8 Amendment and Waiver. No amendment or waiver of any provision
of this Agreement or consent to departure therefrom shall be effective
unless in writing and signed by Purchaser and Sellers.
7.9 Counterparts. This Agreement may be executed in any number
of counterparts with the same effect as if the signatures thereto were
upon one instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement on the date and year first above written.
SELLERS:
/s/Roldofo Xxxxxxx Xxxx
------------------------------
Roldofo Xxxxxxx Xxxx
/s/Xxxxx Xxxxxxx Xxxx
----------------------------
Xxxxx Xxxxxxx Xxxx
PURCHASER:
HIV-VAC, Inc.
By: /s/Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
