STOCK PURCHASE AGREEMENT
EXHIBIT
10.1
This
Stock Purchase Agreement (the "Agreement") dated as of June 18, 2007, is
between
Interactive Games, Inc., a Nevada Corporation (“IGames”) and CLB Investment
Corp., an Illinois corporation (“CLBIC”). In this Agreement, IGames and CLBIC
may be jointly or collectively referred to as the "Parties" and as a "Party"
individually.
Whereas,
IGames desires to sell all of the capital stock of its wholly owned subsidiary,
Torpedo Sports, Inc., a Canadian corporation (“Torpedo”) which is currently in
insolvency proceedings in Xxxxxxxx, Xxxxxx, Xxxxxx; and
Whereas,
CLBIC is a company that among other things purchase assets and assume
obligations in connection with restructuring of other companies:
Now
therefore, in consideration of the matters set forth in this Agreement, and
other consideration, the sufficiency of which is hereby acknowledged by the
Parties, the Parties agree as follows:
1. Assignment
and Transfer.
Upon
execution of this Agreement, IGames agrees to sell, transfer and convey to
CLBIC
and CLBIC agrees to purchase from IGames all of the issued and outstanding
shares of capital stock of Torpedo. IGames shall deliver certificates
representing the stock of Torpedo to CLBIC, endorsed in favor of CLBIC or
with
stock powers or other
suitable
documentation evidencing transfer of the stock to CLBIC.
2. Title
to Stock.
IGames
represents and warrants that it is the sole lawful owner of the stock in
Torpedo, free and clear of all liens, claims, encumbrances and interest,
that
IGames has not transferred, encumbered or assigned any interest in any of
the
Torpedo stock to any person or entity, and that IGames has good and valid
title
to the stock of Torpedo, and has full power, authority and legal ability
to
convey good, valid and unencumbered title in the Torpedo stock to
CLBIC.
3. Stock
Warranties.
IGames
represents and warrants that all of the Torpedo stock conveyed to CLBIC has
been
duly authorized, properly issued, and is fully paid and not subject to claim
or
assessment by the issuer, and constitutes one hundred percent (100%) of the
outstanding stock of Torpedo.
4. Payment.
CLBIC
shall pay IGames Ten Dollars ($10.00) for the purchase of the Torpedo
stock.
5. Insolvency
of Torpedo.
CLBIC
acknowledges that Torpedo is the subject of an insolvency proceeding in
Montreal, Quebec, and that all or substantially all of its assets, liabilities
and business affairs are or were subject to the jurisdiction of the authorities
in that proceeding.
6. Representations
and Warranties.
Each
Party to this Agreement represents and warrants to the others that: (a) it
has
full
power
and
authority to enter into this Agreement and perform all of its obligations
under
this Agreement, has duly executed and delivered this Agreement, and this
Agreement is legally binding on it and is enforceable in accordance with
its
terms; (b) the execution, delivery and performance of the transactions
contemplated herein do not conflict with or violate, or result in a breach
of or
constitute a default under, any contract or agreement to which it is a Party
or
by which it is bound; and (c) no consent or approval from any person, firm
or
entity, or any governmental authority or court, is required in connection
with
the execution and delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement. Each of the Parties represents
and
warrants that it has not filed for or been the subject of any bankruptcy
or
insolvency proceeding or receivership, that it is competent and authorized
to
enter into and perform this Agreement, and will be bound by the terms of
this
Agreement. Each Party to this Agreement represents and warrants that the
Party
has relied upon the Party's own judgment and the judgment of the Party's
own
respective legal counsel regarding the every aspect of this Agreement, and
that
no statements or representations (expressed or implied) were made by any
other
Party or any other Party's agents, employees, officers, directors or legal
representatives
that
have
influenced or induced the Party to execute this Agreement.
7. General
Provisions.
This
Agreement shall be binding upon and shall inure to the benefit of the Parties
and their respective heirs, successors and assigns. This Agreement may be
executed in any number of counterparts, all of which will be considered one
and
the same agreement. All of the Parties, with the assistance of their counsel,
have participated in the drafting and negotiation of this Agreement, and
the
Agreement shall be construed as if it were prepared by all of the Parties
to
this Agreement, without regard to who originally drafted or proposed any
section
or term of the Agreement. This Agreement reflects the entire understanding
between the Parties to this Agreement, and fully supersedes and replaces
any and
all alleged or actual prior agreements or understandings between the Parties
to
this Agreement. No statements, promises or inducements by any of the Parties
or
any agent of any of the Parties to this Agreement shall be valid or binding
unless they are contained in this Agreement. No modification or amendment
to
this Agreement shall be valid or binding unless that modification or amendment
is set forth in a subsequent written document executed by each of the Parties
to
be bound by the amendment or modification. If any provision of this Agreement
or
the application of that provision to any Party or circumstances shall be
held
invalid,
the
remainder of the Agreement, or the application of that provision to the Party
or
circumstances other than those to which it is held invalid, shall not be
affected by that determination. All of the representations and warranties
in
this Agreement shall survive the execution and delivery and performance of
obligations pursuant to this Agreement.
8. In
connection with this transaction, IGames will cause a third party to transfer
to
CLBIC two million (2,000,000) shares of the common stock of IGames to CLBIC,
which stock was restricted stock at the time of its issuance to that third
party
and will bear a restrictive legend at the time of this transfer.
Subscribed
and agreed to on June 18, 2007.
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INTERACTIVE
GAMES, INC.
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CLB
INVESTMENT CORP.
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By:
/s/
Xxxxx Xxxx
Its:
President
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By:
/s/
Xxxxx X. Xxxxxxx
Its:
President
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