STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered
into as of this 11th day of October, 2005, between the shareholders
of The African Diamond Company ("Sellers"), and Redhand
International, Inc., a Nevada Corporation (the "Purchaser").
R E C I T A L S:
A. The parties hereto desire to effect a stock sale (the "Stock
Sale") pursuant to which Purchaser will purchase from the Sellers one
hundred percent of the outstanding common stock (the "Transferred
Shares") of The African Diamond Company (the "Companies"), (the
"Company Stock"), to be purchased by Purchaser for the consideration
set forth herein. The Transferred Shares represent all of the issued
and outstanding stock of the Companies.
B. Pursuant to the Stock Sale, the Sellers will sell, and Purchaser
will purchase, the Transferred Shares.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants contained herein, the parties hereto agree as follows and
do thereby adopt this Agreement.
ARTICLE I.
DEFINITIONS
The terms defined in this Article (except as otherwise expressly
provided in this Agreement) for all purposes of this Agreement shall
have the respective meanings specified in this Article.
"Affiliate" shall mean any entity controlling or controlled by
another person, under common control with another person, or
controlled by any entity which controls such person.
"Agreement" shall mean this Agreement, and all the exhibits,
schedules and other documents attached to or referred to in the
Agreement, and all amendments and supplements, if any, to this
Agreement.
"Closing" shall mean the closing of the Transaction at which the
Closing Documents shall be exchanged by the parties, except for those
documents or other items specifically required to be exchanged at a
later time.
"Closing Date" shall mean December 31st, 2004 plus any extension as
provided herein, or such other date as agreed in writing to by the
parties on which the Closing occurs.
"Closing Documents" shall mean the papers, instruments and documents
required to be executed and delivered at the Closing pursuant to this
Agreement.
"Code" shall mean the Internal Revenue of 1986, or any successor law,
and regulations issued by the Internal Revenue Service pursuant to
the Internal Revenue Code or any successor law.
"Encumbrance" shall mean any charge, claim, encumbrance, community
property interest, condition, equitable interest, lien, option,
pledge, security interest, right of first refusal, or restriction of
any kind, including any restriction on use, voting (in the case of
any security), transfer, receipt of income, or exercise of any other
attribute of ownership other than (a) liens for taxes not yet due and
payable, or (b) liens that secure the ownership interests of lessors
of equipment.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"GAAP" shall mean United States generally accepted accounting
principles applied in a manner consistent with prior periods.
"Investment Letter" shall mean the investment letter in the form
attached hereto as Appendix A.
"Material Adverse Effect" means any change (individually or in the
aggregate) in the general affairs, management, business, goodwill,
results of operations, condition (financial or otherwise), assets,
liabilities or prospects (whether or not the result thereof would be
covered by insurance) that would be material and adverse to the
designated party.
"Ordinary Course of Business" shall mean actions consistent with the
past practices of the designated party which are similar in nature
and style to actions customarily taken by the designated party and
which do not require, and in the past have not received, specific
authorization by the Board of Directors of the designated party.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Taxes" shall include federal, state and local income taxes, capital
gains tax, value-added taxes, franchise, personal property and real
property taxes, levies, assessments, tariffs, duties (including any
customs duty), business license or other fees, sales, use and any
other taxes relating to the assets of the designated party or the
business of the designated party for all periods up to and including
the Closing Date, together with any related charge or amount,
including interest, fines, penalties and additions to tax, if any,
arising out of tax assessments.
"Transaction" shall mean the Stock Sale contemplated by this
Agreement.
The following appendices and schedules are attached to and form part
of this Agreement:
APPENDICES
Description
Appendix A Investment Letter
SCHEDULES
Description
Schedule 2.1 Selling Shareholder's Share Ownership
Schedule 3.1.12 Purchaser SEC Documents
Schedule 5.2.1 Directors of Purchaser upon Closing
ARTICLE II.
THE TRANSACTION
2.1. Stock Sale. Subject to the terms and conditions of the Closing
Documents, the Sellers hereby agree to sell, transfer and deliver to
Purchaser, and Purchaser hereby agrees to purchase and accept, the
Transferred Shares, in consideration for the delivery of 20,000,000
common shares of the Purchaser (the "Purchase Price") by Purchaser to
Sellers to be distributed pro-rata based on share ownership of The
African Diamond Company. As per schedule 2.1.
2.2. Securities Law Matters.
2.2.1. Private Offering. The Parties understand that the
Transferred Shares to be acquired and delivered to the Sellers
pursuant to the terms of this Agreement will not be registered under
the Securities Act, but will be transferred in reliance upon
exemptions available for private transactions, and that each is
relying upon the truth and accuracy of the representations set forth
in the Investment Letter signed by each of the Sellers and delivered
concurrently with the execution of this Agreement. Each certificate
representing the Transferred Shares in the name of the Sellers
pursuant to the terms of this Agreement shall bear the following
legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE TRANSFERRED UNLESS THEY ARE SO
REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE
TO THIS CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of the Sellers. The Sellers
hereby represent and warrant to Purchaser that:
3.1.1. Organization of the Company; Foreign Qualification.
The Companies are duly organized, validly existing, and in good
standing under the laws of British Virgin Islands and have all
requisite corporate power, franchises, and licenses to own their
property and conduct the business in which they are engaged. Each of
the Companies and the Sellers have the full power and authority
(corporate or otherwise) to execute, deliver and perform their
respective obligations under this Agreement and the Closing
Agreements to which it is a party. A complete set of the all the
Companies' corporate records, including its Certificate of
Incorporation, Bylaws, minutes, transfer records, have been delivered
or made available to Purchaser. The Companies are duly qualified and
in good standing as a foreign corporation in every jurisdiction in
which such qualification is necessary, except to the extent the
failure to be so qualified is not reasonably expected to result in a
Material Adverse Effect.
3.1.2. Capitalization; Ownership of Transferred Shares.
3.1.2.1. The African Diamond Company has an
authorized capital stock consisting of 50,000 shares of
common stock, par value $1.00 per share, of which 2 shares
are issued and outstanding and zero shares of preferred
stock of which no shares are outstanding. All of the
shares of Company Stock have been validly issued, fully
paid, are non-assessable, and were issued in compliance
with any preemptive or similar rights and in compliance
with applicable federal and state securities laws. All
shares held by the Sellers were legally and validly issued
in compliance with appropriate and applicable securities
laws.
3.1.2.2. The Company does not have any outstanding
subscriptions, options, preferred stock, rights, warrants,
convertible securities or other agreements or commitments
to issue, or contracts or any other agreements obligating
the Company to issue, or to transfer from treasury, any
shares of its capital stock or membership interests, as
applicable, of any class or kind, or securities
convertible into such stock or interests. No persons who
are now holders of Company Stock, and no persons who
previously were holders of Company Stock, are or ever were
entitled to preemptive rights other than persons who
exercised or waived those rights.
3.1.2.3. There is no outstanding vote, plan,
pending proposal or right of any person to cause any
redemption of Company Stock. Neither the Company nor any
of its Affiliates, is under any obligation, contract or
other arrangement to register (or maintain the
registration of) any of its or their securities under
federal or state securities laws.
3.1.2.4. Neither the Company nor the Sellers is a
party to any agreement, voting trust, proxy or other
agreement or understanding of any character, whether
written or oral, with any other stockholders of the
Company with respect to or concerning the purchase, sale
or transfer or voting of the Company Stock or any other
security of the Company.
3.1.2.5. Neither the Company nor the Sellers has
any legal obligations, absolute or contingent, to any
other person or entity to sell the assets, or any capital
stock or any other security of the Company or any of its
subsidiaries or affect any merger, consolidation or other
reorganization of the Company or any of its subsidiaries
or to enter into any agreement with respect thereto,
except pursuant to this Agreement.
3.1.2.6. The Sellers are the sole beneficial and
record holders of the Transferred Shares. The Sellers
hold the Transferred Shares free and clear of any
Encumbrance of any kind whatsoever. The Transferred
Shares represent all of the issued and outstanding common
stock of the Company.
3.1.3. Subsidiaries. The Companies do not have any
subsidiaries (whether held directly or indirectly) or any
equity investment in any corporation, partnership, joint
venture or other business.
3.1.4. Real Estate.
The real estate consists of 49% (forty nine percentum) of
the mining rights in respect of the Xxxxx Xxxxxxxx Oval
dump as well as the Kafersdam dump, Xxxxxxxx, South
Africa.
3.1.5. Authority Relative to the Closing Documents;
Enforceability. The Sellers are not suffering from any legal
disability which would: (a) prevent them from executing, delivering
or performing their obligations under the Closing Documents or
consummating the Transaction, (b) make such execution, delivery,
performance or consummation voidable or subject to necessary
ratification, and (c) require the signature or consent of any third
party in connection therewith for the Transaction to be binding and
enforceable against the Sellers and their property. The Closing
Documents have been duly and validly executed and delivered by the
Sellers and each constitutes the legal, valid and binding obligation
of the Sellers, enforceable against them in accordance with their
respective terms, except insofar as the enforcement thereof may be
limited by the Insolvency/Equity Exceptions.
3.1.6. Title to Assets. The Company has good and marketable
title free and clear of any Encumbrance in and to all of the assets
and properties identified to Purchaser.
3.1.7. Material Contracts. Except as disclosed to Purchaser,
the Company is not a party to or bound by any agreement or contract.
3.1.8. Compliance with Other Instruments; Consents. Neither
the execution of any Closing Document nor the consummation of the
Transaction will conflict with, violate or result in a breach or
constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default), or result in a termination of,
or accelerate the performance required by, or result in the creation
of any Encumbrance upon any assets of the Company under any provision
of the Articles of Incorporation, Bylaws, indenture, mortgage, lien,
lease, agreement, contract, instrument, order, judgment, decree,
statute, ordinance, regulation or any other restriction of any kind
or character to which the Company is bound.
3.1.9. Litigation. There are no legal, administrative,
arbitration or other proceedings or claims pending against the
Company, nor is the Company subject to any existing judgment which
might affect the financial condition, business, property or prospects
of the Company; nor has the Company received any inquiry from an
agency of the federal or of any state or local government about the
Transaction, or about any violation or possible violation of any law,
regulation or ordinance affecting its business or assets.
3.1.10. Taxes. The Company either: (a) has timely filed with
the appropriate taxing authority all Tax and information returns
required to have been filed by the Company or (b) has timely filed
for any required extensions with regard to such returns. All Taxes
of the Company have been paid (or estimated Taxes have been
deposited) to the extent such payments are required prior to the date
hereof or accrued on the books of the Company. The returns were
correct when filed. There are no pending investigations of the
Company concerning any Tax returns by any federal, state or local
Taxing authority, and there are no federal, state, local or foreign
Tax liens upon any of the Company's assets.
3.1.11. Compliance with Law and Government Regulations. The
Company is in compliance with, and is not in violation of, applicable
federal, state, local or foreign statutes, laws and regulations
(including without limitation, any applicable environmental,
building, zoning or other law, ordinance or regulation) affecting the
Company or its properties or the operation of its business. The
Company is not subject to any order, decree, judgment or other
sanction of any court, administrative agency or other tribunal.
3.1.12. Trade Names and Rights. The Company does not own any
trademarks, trademark registrations or applications, trade names,
service marks, copyrights, copyright registrations or applications.
No person owns any trademark, trademark registration or application,
service xxxx, trade name, copyright or copyright registration or
application, the use of which is necessary or contemplated in
connection with the operation of the Company's business.
3.1.13. Accuracy of Financial Statements. The Company and
Sellers have delivered audited financial statements of the Company
for the year ended February 28, 2005 ("Financial Statements"). The
Company and Sellers also represent and warrant that the Financial
Statements fully and fairly present in all material respects the
financial position of the Company as at February 28, 2005. The books
and records of the Company fully and fairly reflect in all material
respects all of its transactions, properties, assets and liabilities.
The Company and Sellers represent and warrant that there has been no
material adverse change in the financial condition of the Company
from that stated in the financial statements.
3.1.14 Full Disclosure. None of the representations and
warranties made by the Sellers herein, or in any Closing Document
furnished or to be furnished by them hereunder contain or will
contain any untrue statement of material fact, or omits any material
fact, the omission of which would be misleading.
3.2. Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to Sellers that:
3.2.1. Organization of Purchaser; Foreign Qualification.
Purchaser is duly organized, validly existing, and in good standing
under the laws of the state of Nevada and has all requisite corporate
power, franchises, and licenses to own its property and conduct the
business in which it is engaged. Purchaser has the full power and
authority (corporate or otherwise) to execute, deliver and perform
its obligations under this Agreement and the Closing Agreements to
which it is a party. A complete set of Purchaser's corporate
records, including its Certificate of Incorporation, Bylaws, minutes,
transfer records, have been delivered or made available to Sellers.
Purchaser is duly qualified and in good standing as a foreign
corporation in every jurisdiction in which such qualification is
necessary, except to the extent the failure to be so qualified is not
reasonably expected to result in a Material Adverse Effect.
3.2.2. Capitalization; Ownership of Transferred Shares.
3.2.2.1. Purchaser has an authorized capital stock
consisting of 50,000,000 shares of common stock, par value
$0.001 per share, of which 4,624,000 are issued and
outstanding and 20,000,000 shares of preferred stock of
which no shares are outstanding. All of the shares of
Company Stock have been validly issued, fully paid, are
non-assessable, and were issued in compliance in
compliance with applicable federal and state securities
laws. All shares held by the Sellers were issued in
compliance with federal and state securities laws.
3.2.2.2. Purchaser does not have any outstanding
subscriptions, options, preferred stock, rights, warrants,
convertible securities or other agreements or commitments
to issue, or contracts or any other agreements obligating
Purchaser to issue, or to transfer from treasury, any
shares of its capital stock or membership interests, as
applicable, of any class or kind, or securities
convertible into such stock or interests. No persons who
are now holders of Purchaser's common stock, and no
persons who previously were holders of Purchaser's common
stock, are or ever were entitled to preemptive rights
other than persons who exercised or waived those rights.
3.2.2.3. There is no outstanding vote, plan,
pending proposal or right of any person to cause any
redemption of Purchaser's common stock. Neither Purchaser
nor any of its Affiliates, is under any obligation,
contract or other arrangement to register (or maintain the
registration of) any of its or their securities under
federal or state securities laws.
3.2.2.4. The Purchase Price Shares shall be validly
issued from the Purchasers authorized common stock.
3.2.3. Subsidiaries. Purchaser does not have any
subsidiaries (whether held directly or indirectly) or any equity
investment in any corporation, partnership, joint venture or other
business, except as disclosed in the SEC Documents.
3.2.4. Real Estate. Purchaser does not own any real estate
or any interest in any real estate, except as disclosed in the SEC
Documents.
3.2.5. Authority Relative to the Closing Documents;
Enforceability. Purchaser is not suffering from any legal disability
which would: (a) prevent it from executing, delivering or performing
its obligations under the Closing Documents or consummating the
Transaction, (b) make such execution, delivery, performance or
consummation voidable or subject to necessary ratification, and (c)
require the signature or consent of any third party in connection
therewith for the Transaction to be binding and enforceable against
Purchaser and its property. The Closing Documents have been duly and
validly executed and delivered and each constitutes the legal, valid
and binding obligation, enforceable against Purchaser in accordance
with their respective terms, except insofar as the enforcement
thereof may be limited by the Insolvency/Equity Exceptions.
3.2.6. Material Contracts. Except as disclosed in the SEC
Documents, Purchaser is not a party to or bound by any agreement or
contract. Purchaser represents and warrants that all of its Material
Contracts are terminable unilaterally by Purchaser without penalty or
restriction or have already been properly terminated.
3.2.7. Labor Matters. There are presently no employment or
consulting contracts with, or covenants against competition by, any
present or former employees of Purchaser. Purchaser has no employees
other than its sole officer.
3.2.8. Compliance with Other Instruments; Consents. Neither
the execution of any Closing Document nor the consummation of the
Transaction will conflict with, violate or result in a breach or
constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default), or result in a termination of,
or accelerate the performance required by, or result in the creation
of any Encumbrance upon any assets of Purchaser under any provision
of the Articles of Incorporation, Bylaws, indenture, mortgage, lien,
lease, agreement, contract, instrument, order, judgment, decree,
statute, ordinance, regulation or any other restriction of any kind
or character to which Purchaser is bound.
3.2.9. Financial Statements. Purchaser's audited financial
statements (the "Purchaser Financial Statements") for the year ended
December 31, 2003 and unaudited quarterly financial statements for
the nine month period ended September 30, 2004, copies of which have
been delivered to Seller, are true and complete in all material
respects, and have been prepared in accordance with GAAP for the
period covered by such statements, and fairly present, in accordance
with GAAP, the properties, assets and financial condition of
Purchaser, and results of its operations as of the dates and for the
periods covered thereby. Except as may be disclosed in the SEC
Documents, there has been no material adverse change in the business
operations, assets, properties, prospects or condition (financial or
otherwise) of Purchaser, taken as a whole, from that reflected in the
Purchaser Financial Statements. As of the Closing date, Purchaser
does not have any debts, liabilities or obligations of any nature,
whether accrued, absolute, un-matured, contingent, or otherwise,
whether due or to become due. There are and will be at closing no
accounts payable and no liabilities owed by Purchaser.
3.2.10. Litigation. There are no legal, administrative,
arbitration or other proceedings or claims pending against Purchaser,
nor is Purchaser subject to any existing judgment which might affect
the financial condition, business, property or prospects of
Purchaser; nor has Purchaser received any inquiry from an agency of
the federal or of any state or local government about the
Transaction, or about any violation or possible violation of any law,
regulation or ordinance affecting its business or assets.
3.2.11. SEC Documents. Purchaser has furnished or made
available to Sellers a true and complete copy of each report,
schedule, registration statement and proxy statement filed by
Purchaser with the SEC since the inception of Purchaser (as such
documents have since the time of their filing been amended, the "SEC
Documents"), a list of which is attached as Schedule 3.1.12.
Purchaser has timely filed with the SEC all documents required to
have been filed pursuant to the Securities Act and the Exchange Act.
As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Securities Act, or the
Exchange Act, as the case may be, and the rules and regulations of
the SEC thereunder applicable to such SEC Documents, and none of the
SEC Documents contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
3.2.12. Taxes. Purchaser either: (a) has timely filed with
the appropriate taxing authority all Tax and information returns
required to have been filed by Purchaser or (b) has timely filed for
any required extensions with regard to such returns. All Taxes of
Purchaser have been paid (or estimated Taxes have been deposited) to
the extent such payments are required prior to the date hereof or
accrued on the books of Purchaser. The returns were correct when
filed. There are no pending investigations of Purchaser concerning
any Tax returns by any federal, state or local Taxing authority, and
there are no federal, state, local or foreign Tax liens upon any of
Purchaser's assets.
3.2.13. Compliance with Law and Government Regulations.
Purchaser is in compliance with, and is not in violation of,
applicable federal, state, local or foreign statutes, laws and
regulations (including without limitation, any applicable
environmental, building, zoning or other law, ordinance or
regulation) affecting Purchaser or its properties or the operation of
its business. Purchaser is not subject to any order, decree, judgment
or other sanction of any court, administrative agency or other
tribunal.
3.2.14. Trade Names and Rights. Purchaser does not use any
trademark, service xxxx, trade name, or copyright in its business,
nor does it own any trademarks, trademark registrations or
applications, trade names, service marks, copyrights, copyright
registrations or applications. No person owns any trademark,
trademark registration or application, service xxxx, trade name,
copyright or copyright registration or application, the use of which
is necessary or contemplated in connection with the operation of
Purchaser's business.
3.2.15. OTCBB Status. Purchaser is currently eligible for
trading on the "Pink Sheets", and Purchaser does not have any reason
to believe that its current market makers will cease to make a market
following the Closing. Purchaser shall take all necessary action to
apply for eligibility for quotation on the OTCBB.
3.2.16. Investment Company Act. Purchaser is not, and upon
completion of the Transaction will not be, subject to registration as
an investment company under the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.
3.2.17. Full Disclosure. None of the representations and
warranties made by Purchaser herein, or in any Closing Document
furnished or to be furnished by them hereunder contain or will
contain any untrue statement of material fact, or omits any material
fact, the omission of which would be misleading.
ARTICLE IV.
ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES
4.1. Filing with Securities and Exchange Commission. Upon the
consummation of this Agreement, if required to do so by law,
Purchaser shall file with the SEC an Information Statement on
Schedule 14F (the "Schedule 14F") or such other documents as may be
required, disclosing the anticipated resignation of the current
directors and appointment of the anticipated new directors as
provided herein, in a form that will satisfy the requirements of law.
The parties agree to cooperate in the preparation and filing of such
report or any other filings to be filed with the SEC.
4.2. Brokers or Finders. Each party agrees to hold the others
harmless and to indemnify them against the claims of any persons or
entities claiming to be entitled to any brokerage commission,
finder's fee, advisory fee or like payment from such other party
based upon actions of the indemnifying party in connection with the
Transaction.
ARTICLE V.
CLOSING DELIVERIES
5.1. The Closing. The Closing shall take place on or before the
Closing Date (unless such date is extended by the mutual agreement of
the parties) at such location as agreed to by the parties.
Notwithstanding the location of the Closing, each party agrees that
the Closing may be completed by the exchange of undertakings between
the respective legal counsel for the Sellers and Purchaser, provided
such undertakings are satisfactory to each party's respective legal
counsel.
5.2. Deliveries by the Purchaser. Purchaser hereby agrees to
deliver, or cause to be delivered, to Sellers the following items on
Closing:
5.2.1. Certified Resolutions. Copies of the resolutions,
certified by an officer of the Company, of the Board of Directors of
the Company approving the terms of this Agreement, and a copy of the
resolution of the shareholders of the Company approving the sale of
the Transferred Shares.
5.2.2. Resignations. A copy of the resignations of the
existing directors and officers of Purchaser, to be effective as of
the Resignation Date.
5.2.3. Termination of Contracts. Evidence satisfactory to
the Sellers that all material contracts and all payables and
liabilities have been terminated, effective as of the Resignation
Date without any payment by, or continuing liability to, the Company.
5.2.4. Stock Certificates. A stock certificate or
certificates representing the Purchase Price Shares issued in the
name of Sellers.
5.2.5. SEC Filings. Evidence that all SEC filings have been
properly certified and filed with the SEC.
5.2.6. Transfer Agent Direction. A direction of Purchaser to
its transfer agent to register the Purchase Price Shares in the name
of the Sellers with the legend set forth in paragraph 2.2.1 of this
Agreement or such legend as is otherwise required by law.
5.3. Deliveries by Sellers. Sellers hereby agree to deliver to the
Purchaser the following items on Closing:
5.3.1. Certified Resolutions. Copies of the resolutions,
certified by an officer of the Company, of the Board of Directors of
the Company approving the terms of this Agreement, and a copy of the
resolution of the shareholders of the Company approving the sale of
the Transferred Shares.
5.3.2. Stock Certificates. A stock certificate or
certificates representing the Transferred Shares, together with such
stock powers, legal opinions and all other documentation required by
the Company's transfer agent to reissue such shares in the name of
Purchaser.
5.3.3. Investment Letter. The Investment Letter, executed
by the Sellers.
5.3.4. Transfer Agent Direction. A direction of the Company
to the Company's transfer agent to register the Transferred Shares in
the name of the Purchaser with the legend set forth in paragraph
2.2.1 of this Agreement or such legend as is otherwise required by
law.
ARTICLE VI.
CONDITIONS PRECEDENT TO PURCHASER' OBLIGATION TO CLOSE
Purchaser's obligation to purchase the Transferred Shares and to take
the other actions required to be taken by Purchaser at the Closing is
subject to the satisfaction, at or prior to Closing, of each of the
following conditions (any of which may be waived by Purchaser, in
whole or in part):
6.1. Performance of Covenants. The Sellers shall have performed all
covenants and agreements required to be completed prior to or on
closing, including completion of the deliveries required by Section
5.3 of this Agreement.
6.2. Accuracy of Representations. All of Sellers' representations
and warranties in this Agreement (considered collectively), and each
of Sellers' representations and warranties (considered individually),
must have been accurate in all material respects as of the date of
this Agreement, and must be accurate in all material respects as of
the Closing Date as if made on the Closing Date.
ARTICLE VII.
CONDITIONS PRECEDENT TO SELLERS'S OBLIGATION TO CLOSE
The Sellers' obligation to sell the Transferred Shares and to take
the other actions required to be taken by Sellers at the Closing is
subject to the satisfaction, at or prior to Closing, of each of the
following conditions (any of which may be waived by the Sellers, in
whole or in part):
7.1. Performance of Covenants. Purchaser shall have performed all
covenants and agreements required to be completed prior to or on
closing, including completion of the deliveries required by Section
5.2 of this Agreement.
7.2. Accuracy of Representations. All of Purchaser's representations
and warranties in this Agreement (considered collectively), and each
of Purchaser's representations and warranties (considered
individually), must have been accurate in all material respects as of
the date of this Agreement, and must be accurate in all material
respects as of the Closing Date as if made on the Closing Date.
ARTICLE VIII.
SURVIVAL OF REPRESENTATIONS
8.1. Representations to Survive Closing. The representations and
warranties of the Sellers and Purchaser contained herein or in any
document furnished pursuant hereto shall survive the Closing of the
Transaction for a period of one year following the Closing. Each
party acknowledges and agrees that, except as expressly set forth in
this Agreement or any Closing Document, no party has made (and no
party is relying on) any representation or warranties of any nature,
express or implied, regarding any or relating to any of the
transactions contemplated by this Agreement.
ARTICLE IX.
MISCELLANEOUS
9.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
delivered if delivered by hand, by telecopier, by courier or mailed
by certified or registered mail, postage prepaid, addressed to the
following persons at their last know or provided address:
If to the Sellers: Xxxxxx X. Xxxx
Place de la Fusteri 5
CP 3023
XX-0000 Xxxxxx 0
Xxxxxxxxxxx
If to Purchaser: Xxxxx Xxxxxxx
000 X. 00xx Xxxxxx
Xxx 0X
Xxx Xxxx, XX 00000
9.2. Assignability and Parties in Interest. This Agreement shall not
be assignable by any of the parties hereto without the consent of all
other parties hereto. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective
successors. Nothing in this Agreement is intended to confer,
expressly or by implication, upon any other person any rights or
remedies under or by reason of this Agreement.
9.3. Expenses. Each party shall bear its own expenses and costs,
including the fees of any attorney retained by it, incurred in
connection with the preparation of the Closing Documents and
consummation of the Transaction.
9.4. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
New York. Each of the parties hereto consents to the personal
jurisdiction of the federal and state courts in the State of New York
in connection with any action arising under or brought with respect
to this Agreement.
9.5. Counterparts. This Agreement may be executed as of the same
effective date in one or more counterparts, each of which shall be
deemed an original.
9.6. Headings. The headings and subheadings contained in this
Agreement are included solely for ease of reference, and are not
intended to give a full description of the contents of any particular
Section and shall not be given any weight whatever in interpreting
any provision of this Agreement.
9.7. Pronouns, Etc. Use of male, female and neuter pronouns in the
singular or plural shall be understood to include each of the other
pronouns as the context requires. The word "and" includes the word
"or". The word "or" is disjunctive but not necessarily exclusive.
9.8. Complete Agreement. This Agreement, the Appendices hereto, and
the documents delivered pursuant hereto or referred to herein or
therein contain the entire agreement between the parties with respect
to the Transaction and, except as provided herein, supersede all
previous negotiations, commitments and writings.
9.9. Modifications, Amendments and Waivers. This Agreement shall not
be modified or amended except by a writing signed by each of the
parties hereto. Prior to the Closing, the Sellers may amend any of
the disclosure schedules referenced herein by giving the other party
notice of such amendments. If such amended disclosures reveal
material adverse information about the Company, Purchaser may
terminate this Agreement without liability to the Sellers.
9.10. Severability. If any term or other provision of this Agreement
is invalid, illegal, or incapable of being enforced by any rule of
law or public policy, all other terms and provisions of this
Agreement will nevertheless remain in full force and effect so long
as the economic or legal substance of the Transaction is not affected
in any manner adverse to any party hereto. Upon any such
determination that any term or other provision is invalid, illegal,
or incapable of being enforced, the parties hereto will negotiate in
good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in any acceptable manner
to the end that the Transaction are consummated to the extent
possible.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
PURCHASER:
/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx: President: Redhand International, Inc.
SELLERS:
/s/ Xxxxx Thulo
--------------------------------------
Xxxxx Thulo: Chief Executive Officer: The African Diamond Company
APPENDIX A
INVESTMENT LETTER
October 11th, 2005
Redhand International, Inc.
Dear Sir:
In connection with the purchase of 20,000,000 shares of the common
stock (the "Shares") of Redhand International, Inc. (the "Corporation")
by BTC Nominees (the "Purchasers") pursuant to a share purchase
agreement dated the 11th day of October, 2005 (the "Share Purchase
Agreement"), the undersigned (the "Purchaser"), hereby makes the
following acknowledgments, representations and warranties:
1. Investment Intent. The Purchaser is acquiring the Shares for
investment solely for its clients account and not with a present view to
any distribution, transfer or resale to others, including any
"distribution" within the meaning of Securities Act of 1933, as amended,
(the "Securities Act"). The Purchaser understands that the Shares have
not and will not be registered under the Securities Act by reason of
a specific exemption from the registration provisions of the
Securities Act, the availability of which depends on, among other
things, the bona fide nature of the investment intent and the
accuracy of my representations made herein.
2. Financial Ability. The Purchaser is financially able to bear
the economic risks of an investment in the Corporation and has no need
for liquidity in this investment. Furthermore, the financial capacity of
the Purchaser is of such a proportion that the total cost of the
Purchaser's commitment is not material when compared with his total
committed capital. The Purchaser is financially able to suffer a
complete loss of this investment.
3. Experience. The Purchaser has such knowledge and experience
in financial and business matters in general and with respect to
investments of a nature similar to that evidenced by the Shares so as to
be capable, by reason of such knowledge and experience, of evaluating
the merits and risks of, and making an informed business decision with
regard to, and protecting his own interests in connection with, the
acquisition of the Shares.
4. Review of Prospectus and Financial Statements. The Purchaser
has been provided with and had the opportunity to review all filings
made by the Corporation with the United States Securities and Exchange
Commission, as disclosed in the Share Purchase Agreement and available
at the SEC's web site at xxx.xxx.xxx.
5. Limited Public Market. The Purchaser understands that a
limited public market now exists for any of the securities of the
Corporation and that the Corporation has made no assurances that a
more active public market will ever exist for the Corporation's
securities.
6. Restricted Legend. The Purchaser acknowledges that
certificates representing the Shares will bear a legend substantially as
follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
AND MAY NOT BE TRANSFERRED UNLESS THEY ARE SO
REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO
THE CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
7. Stock Transfer. The Purchaser is aware that stop-transfer
instructions will be given to the transfer agent of the common stock of
the Corporation to prevent any unauthorized or illegal transfer of the
Shares.
8. Reliance for Exemptions. The Purchaser understands that the
Shares are being transferred to him pursuant to exemptions from the
registration requirements of federal and applicable state securities
laws and acknowledges that he is relying upon the investment and other
representations made herein as the basis for such exemptions.
9. Accuracy of Purchaser Representations. The Purchaser
represents that the information and representations contained in this
letter are true, correct and complete.
Dated October 11th , 2005
BTC Nominees
SCHEDULE 2.1
SELLING SHAREHOLDER'S SHARE OWNERSHIP
Adjusted
Redhand
Shareholder No. of Shares Percentage No. of Shares
----------------------------------------------------------------------
BTC Nominees 2 100% 20,000,000
Total 100% 20,000,000
SCHEDULE 3.1.12
COMPANY SEC DOCUMENTS
SEC Filings
Filing Date of Filing
------------------------------------------------------------------------
Form 10-SB-12g (as amended) Originally: May 28, 1999
Last Pre-Effective Amendment: September 1, 1999
Form 10-KSB April 27, 2000
Form 10-QSB May 9, 2000
Form 10-SB-12g May 16, 2000
Form 10-QSB August 16, 2000
Form 10-K/A October 25, 2000
Form 8-K January 16, 2001
Form 10-QSB March 12, 2001
Form 10-KSB April 18, 2001
Form 10-SB-12g May 2, 2001
Form 10-SB-12g June 18, 2001
Form 10-QSB June 21, 2001
Form 10-KSB July 31, 2001
Form 10-QSB August 15, 2001
Form NTN 10-Q November 20, 2001
Form 10-QSB November 27, 2001
Form 10-KSB February 13, 2002
Form 10-QSB May 10, 2002
Form 10-Q August 16, 2002
Form 10-QSB November 15, 2002
Form 10-QSB-A December 9, 2002
Form 10-KSB April 4, 2003
Form SC-14-F1 April 4, 2003
Form SC-14-F1A April 17, 2003
Form 10-KSB-A April 23, 2003
Form SC-14-F1A May 8, 2003
Form 10-QSB May 15, 2003
Form 8-K August 12, 2003
Form NT -10-Q August 14, 2003
Form 10-QSB August 21, 2003
Form SC-14-F1A September 18, 2003
Form 8-K October 3, 2003
Form 8-KA October 9, 2003
Form NT-10-Q November 14, 2003
Form 10-QSB December 16, 2003
Form 3 January 28, 2004
Form 4 January 28, 2004
Form NT-10-K March 31, 2004
Form 10-QSB-A November 9, 2004
Form 10-KSB November 24, 2004
Form 10-QSB November 24, 2004
Form 10-QSB November 24, 2004
Form 10-QSB November 24, 2004
Form 8-K December 20, 2004
Form PRE 14C December 20, 2004
Form 10-KSB-A January 7, 2005
Form DEF 14C January 13, 2005
Form 8-K April 12, 2005
