EX-10.1
Stock Purchase Agreement
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made
effective as of the 21st day of April, 2006, by and among Xxxxx
Xxxx and Xxxx Xxx Xxxx (being herein referred to as the
"Seller"), Brownsville Company., a Nevada corporation
("Brownsville") and Xxxx Xxxxxxxxx (being herein referred to as
"Purchaser").
PRELIMINARY STATEMENTS
A. Seller are individuals owning an aggregate of
5,000,000 shares of common stock of Brownsville and
are willing to sell 5,000,000 shares of common stock of
Brownsville (the "Common Stock").
B. Seller desire to sell the Common Stock to Purchaser,
and Purchaser desires to purchase the Common Stock from
Seller, on the terms, provisions and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual
agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and Purchaser do hereby agree as
follows:
ARTICLE I
Purchase and Sale of the Common Stock
Section 1.01. Purchase and Sale. On the Closing Date and
upon the terms and subject to the conditions set forth herein,
the Seller shall deliver 5,000,000 shares of Brownsville Common
Stock to the Purchaser free and clear of all liens, and Purchaser
shall purchase the Common Stock from the Seller in accordance
with Section 1.02 below.
Section 1.02. Purchase Price. The purchase price (the
"Purchase Price") for the Common Stock is $20,000.00
Section 1.03. Time and Place of Closing. Subject to the
satisfaction or waiver of the conditions herein, the closing (the
"Closing") of the transactions contemplated by this Agreement
shall take place on or before April 26, 2006 or at such time,
date or place as Seller and Purchaser may agree.
Section 1.04. Delivery of the Common Stock; Payment of
Purchase Price. At Closing: (a) the Seller shall deliver to the
Purchaser the certificate(s) representing the Common Stock, duly
endorsed in blank or accompanied by stock powers duly endorsed in
blank, with all taxes attributable to the transfer and sale of
the Common Stock paid by the Seller; and (b) the Purchaser shall
deliver to the Seller Purchase Price in accordance with Section
1.02.
ARTICLE II
Representations and Warranties of Seller and Brownsville
Subject to all of the terms, conditions and provisions of
this Agreement, the Sellers and Brownsville hereby represent and
warrant to Purchaser, as of the date hereof and as of the
Closing, as follows:
Section 2.01. Organization and Qualification. Brownsville
is a Nevada corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada. Brownsville
has all requisite power and authority, corporate or otherwise, to
own, lease and operate its assets and properties and to carry on
its business as now being conducted. Brownsville does not have
any subsidiaries or predecessor corporations.
Section 2.02. Capitalization of Brownsville; Title to the
Common Stock. There are 75,000,000 shares of common stock
authorized of Brownsville, of which approximately 10,720,000
shares of common stock are issued and outstanding, $0.001 par
value per share. All of the outstanding shares of common stock
have been duly authorized and validly issued, are fully paid and
non assessable and are free of preemptive rights. The Common
Stock transferred by the Seller to Purchaser will be free and
clear of liens. There are no outstanding or authorized
subscriptions, options, warrants, calls, rights or other similar
contracts, including rights of conversion or exchange under any
outstanding debt or equity security or other contract, to which
any of the Common Stock will be subject or obligating the Seller
and/or Brownsville to issue, deliver or sell, or cause to be
issued, delivered or sold, any other shares of capital stock of
Brownsville or any other debt or equity securities convertible
into or evidencing the right to subscribe for any such shares of
capital stock or obligating the Seller and/or Brownsville to
grant, extend or enter into any such contract. There are no
voting trusts, proxies or other contracts to which Seller and/or
Brownsville are a party or are bound with respect to the voting
of any shares of capital stock of Brownsville. The Seller has
full legal right to sell, assign and transfer the Common Stock to
Purchaser and will, upon payment for the Common Stock and
delivery to Purchaser of a certificate or certificates
representing the Common Stock, transfer good and indefeasible
title to the Common Stock to Purchaser, free and clear of liens.
Section 2.03. Authority. The Seller has all requisite
power and authority, corporate or otherwise, to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby and thereby. The Seller and Brownsville have
duly and validly executed and delivered this Agreement and will,
on or prior to the Closing, execute, such other documents as may
be required hereunder and, assuming the due authorization,
execution and delivery of this Agreement by the parties hereto
and thereto, this Agreement constitutes, the legal, valid and
binding obligation of the Seller and Brownsville, as applicable,
enforceable against the Seller and Brownsville, as applicable, in
accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally
and general equitable principles.
Section 2.04. No Conflict. The execution and delivery by
the Seller and Brownsville of this Agreement and the consummation
of the transactions contemplated hereby and thereby, do not and
will not, by the lapse of time, the giving of notice or
otherwise: (a) constitute a violation of any law; (b) constitute
a breach or violation of any provision contained in the Articles
of Incorporation or Bylaws of Brownsville; (c) constitute a
breach of any provision contained in, or a default under, any
governmental approval, any writ, injunction, order, judgment or
decree of any governmental authority or any contract to which the
Seller and/or Brownsville are a party; or (d) result in or
require the creation of any lien upon the Common Stock.
Section 2.05. Consents and Approvals. No governmental
approvals and no notifications, filings or registrations to or
with any governmental authority or any other person is or will be
necessary for the valid execution and delivery by the Seller
and/or Brownsville of this Agreement or the consummation of the
transactions contemplated hereby or thereby, or the
enforceability hereof or thereof, other than those which have
been obtained or made and are in full force and effect.
Section 2.06. Litigation. There are no claims pending or,
to the knowledge of the Seller and Brownsville, threatened
against or affecting Brownsville or any of its assets and
properties before or by any governmental authority or any other
person. The Seller and Brownsville have no knowledge of the
basis for any claim, which alone or in the aggregate: (a) could
reasonably be expected to result in any liability with respect to
Brownsville; or (b) seeks to restrain or enjoin the execution and
delivery of this Agreement or the consummation of any of the
transactions contemplated hereby or thereby. There are no
judgments or outstanding orders, injunctions, decrees,
stipulations or awards against Brownsville or any of its assets
and properties.
Section 2.07. Brokers, Finders and Financial Advisors. No
broker, finder or financial advisor has acted for Seller in
connection with this Agreement or the transactions contemplated
hereby or thereby, and no broker, finder or financial advisor is
entitled to any broker's, finder's or financial advisor's fee or
other commission in respect thereof based in any way on any
contract with Seller.
Section 2.08. Disclosure. The schedules, documents,
exhibits, reports, certificates and other written statements and
information furnished by or on behalf of Seller and/or
Brownsville to the Purchaser do not contain any material
misstatement of fact or, to the knowledge of Seller and
Brownsville, omit to state a material fact necessary in order to
make the statements contained therein, in light of the
circumstances under which they were made, not misleading. Seller
and Brownsville have not withheld any fact known to them which
has or is reasonably likely to have a material adverse effect
with respect to Brownsville.
Section 2.09. Ownership. The Seller represents and
warrants that Seller owns 5,000,000 shares of common stock of
Brownsville that are subject to this Agreement.
ARTICLE III
Representations and Warranties of Purchaser
Subject to all of the terms, conditions and provisions of
this Agreement, Purchaser hereby represents and warrants to the
Seller, as of the date hereof and as of the Closing, as follows:
Section 3.01. Authority. Purchaser has all requisite power
and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and thereby.
Purchaser has duly and validly executed and delivered this
Agreement and, assuming the due authorization, execution and
delivery of this Agreement by the other parties hereto and
thereto, this Agreement constitutes the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in
accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally
and general equitable principles.
Section 3.02. No Conflict. The execution and delivery by
Purchaser of this Agreement and the consummation of the
transactions contemplated hereby and thereby do not and shall
not, by the lapse of time, the giving of notice or otherwise:
(a) constitute a violation of any law; or (b) constitute a breach
of any provision contained in, or a default under, any
governmental approval, any writ, injunction, order, judgment or
decree of any governmental authority or any contract to which
Purchaser is a party or by which Purchaser is bound or affected.
Section 3.03. Consents and Approvals. No governmental
approvals and no notifications, filings or registrations to or
with any governmental authority or any other person is or will be
necessary for the valid execution and delivery by Purchaser of
this Agreement and the closing documents to which it is a party,
or the consummation of the transactions contemplated hereby or
thereby, or the enforceability hereof or thereof, other than
those which have been obtained or made and are in full force and
effect.
Section 3.04. Litigation. There are no claims pending or,
to the knowledge of Purchaser, threatened, and Purchaser has no
knowledge of the basis for any claim, which either alone or in
the aggregate, seeks to restrain or enjoin the execution and
delivery of this Agreement or the consummation of any of the
transactions contemplated hereby or thereby. There are no
judgments or outstanding orders, injunctions, decrees,
stipulations or awards against Purchaser which prohibits or
restricts, or could reasonably be expected to result in any delay
of, the consummation of the transactions contemplated by this
Agreement.
Section 3.05. Brokers, Finders and Financial Advisors. No
broker, finder or financial advisor has acted for Purchaser in
connection with this Agreement or the transactions contemplated
hereby or thereby, and no broker, finder or financial advisor is
entitled to any broker's, finder's or financial advisor's fee or
other commission in respect thereof based in any way on any
contract with Purchaser.
ARTICLE IV
Covenants
Section 4.01. Further Assurances. Seller, Brownsville and
Purchaser agree that, from time to time, whether before, at or
after the Closing, each of them will take such other action and
to execute, acknowledge and deliver such contracts, deeds, or
other documents (a) as may be reasonably requested and necessary
or appropriate to carry out the purposes and intent of this
Agreement; or (b) to effect or evidence the transfer to the
Purchaser of the Common Stock held by or in the name of the
Seller.
Section 4.02. Conduct of Business. Except as otherwise
contemplated by this Agreement, after the date hereof and prior
to the Closing or earlier termination of this Agreement, unless
Purchaser shall otherwise agree in writing, Brownsville shall
(a) not take or perform any act or refrain from taking
or performing any act which would have resulted in a breach
of the representations and warranties set forth in Article
II;
(b) not enter into any agreement, or extend an
existing agreement that will survive after the Closing;
(c) not sell, pledge, lease, license or otherwise
transfer any of their assets or properties or make any
payments or distributions to Brownsville or any of its
affiliates; and
(d) not make any payments or distributions of assets
or properties to Brownsville or its shareholders.
Prior to the Closing, Brownsville shall exercise, consistent with
the terms and conditions of this Agreement, complete control and
supervision of its operations.
Section 4.03. Public Announcements. Except as required by
law, without the prior written approval of the other party,
neither Seller, Brownsville nor Purchaser will issue, or permit
any agent or affiliate thereof to issue, any press release or
otherwise make or permit any agent or affiliate thereof to make,
any public statement or announcement with respect to this
Agreement or the transactions contemplated hereby and thereby.
ARTICLE V
Conditions
Section 5.01. Conditions to Obligations of each of the
Parties. The respective obligations of each party to consummate
the transactions contemplated hereby shall be subject to the
fulfillment at or prior to the Closing of the following
conditions: (a) no preliminary or permanent injunction or other
order, decree or ruling which prevents the consummation of the
transactions contemplated by this Agreement shall have been
issued and remain in effect; (b) no claim shall have been
asserted, threatened or commenced and no law shall have been
enacted, promulgated or issued which would reasonably be expected
to (i) prohibit the purchase of, payment for or retention of the
Common Stock by Purchaser or the consummation of the transactions
contemplated by this Agreement or (ii) make the consummation of
any such transactions illegal; and (c) all approvals legally
required for the consummation of the transactions contemplated by
this Agreement shall have been obtained and be in full force and
effect at the Closing.
Section 5.02. Conditions to Obligations of Seller. The
obligations of Seller to consummate the transactions contemplated
hereby shall be subject to the fulfillment at or prior to the
Closing Date of the following additional conditions, except as
Seller may waive in writing: (a) Purchaser shall have complied
with and performed in all material respects all of the terms,
covenants, agreements and conditions contained in this Agreement
which are required to be complied with and performed on or prior
to Closing; and (b) the representations and warranties of
Purchaser in this Agreement shall have been true and correct on
the date hereof or thereof, as applicable, and such
representations and warranties shall be true and correct on and
at the Closing (except those, if any, expressly stated to be true
and correct at an earlier date), with the same force and effect
as though such representations and warranties had been made on
and at the Closing.
Section 5.03. Conditions to Obligations of Purchaser. The
obligations of Purchaser to consummate the transactions
contemplated hereby shall be subject to the fulfillment at or
prior to Closing of the following additional conditions, except
as Purchaser may waive in writing: (a) the Seller and Brownsville
shall have complied with and performed in all material respects
all of the terms, covenants, agreements and conditions contained
in this Agreement which are required to be complied with and
performed on or prior to Closing; and (b) the representations and
warranties of Seller and Brownsville in this Agreement shall have
been true and correct on the date hereof or thereof, as
applicable, and such representations and warranties shall be true
and correct on and at the Closing (except those, if any,
expressly stated to be true and correct at an earlier date), with
the same force and effect as though such representations and
warranties had been made on and at the Closing.
ARTICLE VI
Indemnification
Section 6.01. Indemnification of Seller. Subject to the
terms and conditions of this Article VI, Purchaser agrees to
indemnify, defend and hold harmless Seller, from and against any
and all claims, liabilities and losses which may be imposed on,
incurred by or asserted against, arising out of or resulting
from, directly or indirectly:
(a) the inaccuracy of any representation or breach of
any warranty of Purchaser contained in or made pursuant to
this Agreement which was not disclosed to Seller in writing
prior to the Closing; provided that no such notification
shall be deemed to waive or abrogate any right of Seller
with respect to conditions to Closing in Section 5.02;
(b) the breach of any covenant or agreement of
Purchaser contained in this Agreement; or
(c) any claim to fees or costs for alleged services by
a broker, agent, finder or other person claiming to act in a
similar capacity at the request of Purchaser in connection
with this Agreement;
provided, however, that Purchaser shall not be liable for any
portion of any claims, liabilities or losses resulting from a
material breach by Seller, of any of its obligations under this
Agreement or from Seller's gross negligence, fraud or willful
misconduct.
Section 6.02. Indemnification of Purchaser. Subject to the
terms and conditions of this Article VI, from and after the
Closing, Seller, agrees to indemnify, defend and hold harmless
the Purchaser, its respective affiliates, its respective present
and former directors, officers, shareholders, employees and
agents and its respective heirs, executors, administrators,
successors and assigns (the "Purchaser Indemnified Persons"),
from and against any and all claims, liabilities and losses which
may be imposed on, incurred by or asserted against any Purchaser
Indemnified Person, arising out of or resulting from, directly or
indirectly:
(a) the inaccuracy of any representation or breach of
any warranty of the Seller or Brownsville contained in or
made pursuant to this Agreement which was not disclosed to
Purchaser in writing prior to the Closing; provided that no
such notification shall be deemed to waive or abrogate any
right of Purchaser with respect to conditions to Closing in
Section 5.03;
(b) the breach of any covenant or agreement of Seller
or Brownsville contained in this Agreement;
(c) the conduct of the business of Brownsville prior
to the Closing; or
(d) any claim to fees or costs for alleged services
rendered by a broker, agent, finder or other person claiming
to act in a similar capacity at the request of the Seller in
connection with this Agreement;
provided, however, that Seller and Brownsville shall not be
liable for any portion of any claims, liabilities or losses
resulting from a material breach by Purchaser of its obligations
under this Agreement or from a Purchaser Indemnified Person's
gross negligence, fraud or willful misconduct.
ARTICLE VII
Miscellaneous
Section 7.01. Notices. Any and all notices, requests or
other communications hereunder shall be given in writing and
delivered by: (a) regular, overnight or registered or certified
mail (return receipt requested), with first class postage
prepaid; (b) hand delivery; (c) facsimile transmission; or (d)
overnight courier service, to the parties at the following
addresses or facsimile numbers:
(i) if to Seller, to: Xxxxx Xxxx
00000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, XX
Xxxx Xxx Xxxx
00000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, XX
(ii) if to Purchaser, to: Xxxx Xxxxxxxxx
00 Xxxxxxxx Xx.
Xxxxxxxx, Xxxxxxx
or at such other address or number as shall be designated by
either of the parties in a notice to the other party given in
accordance with this Section 7.01. Except as otherwise provided
in this Agreement, all such communications shall be deemed to
have been duly given: (A) in the case of a notice sent by regular
or registered or certified mail, three business days after it is
duly deposited in the mails; (B) in the case of a notice
delivered by hand, when personally delivered; (C) in the case of
a notice sent by facsimile, upon transmission subject to
telephone confirmation of receipt; and (D) in the case of a
notice sent by overnight mail or overnight courier service, the
next business day after such notice is mailed or delivered to
such courier, in each case given or addressed as aforesaid.
Section 7.02. Benefit and Burden. This Agreement shall
inure to the benefit of, and shall be binding upon, the parties
hereto and their successors and permitted assigns.
Section 7.03. No Third Party Rights. Nothing in this
Agreement shall be deemed to create any right in any creditor or
other person not a party hereto (other than the Purchaser
Indemnified Persons) and this Agreement shall not be construed in
any respect to be a contract in whole or in part for the benefit
of any third party (other than the Purchaser Indemnified
Persons).
Section 7.04. Amendments and Waiver. No amendment,
modification, restatement or supplement of this Agreement shall
be valid unless the same is in writing and signed by the parties
hereto. No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the party against whom that
waiver is sought to be enforced.
Section 7.05. Assignments. Purchaser cannot assign any of
its rights, interests and obligations under this Agreement.
Section 7.06. Counterparts. This Agreement may be executed
in counterparts and by the different parties in separate
counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and
the same agreement.
Section 7.07. Captions and Headings. The captions and
headings contained in this Agreement are inserted and included
solely for convenience and shall not be considered or given any
effect in construing the provisions hereof if any question of
intent should arise.
Section 7.08. Construction. The parties acknowledge that
each of them has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review this
Agreement with its legal counsel and that this Agreement shall be
construed as if jointly drafted by the parties hereto.
Section 7.09. Severability. Should any clause, sentence,
paragraph, subsection, Section or Article of this Agreement be
judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the
remainder of this Agreement, and the parties agree that the part
or parts of this Agreement so held to be invalid, unenforceable
or void will be deemed to have been stricken herefrom by the
parties, and the remainder will have the same force and
effectiveness as if such stricken part or parts had never been
included herein.
Section 7.10. Remedies. The parties agree that the
covenants and obligations contained in this Agreement relate to
special, unique and extraordinary matters and that a violation of
any of the terms hereof or thereof would cause irreparable injury
in an amount which would be impossible to estimate or determine
and for which any remedy at law would be inadequate. As such,
the parties agree that if either party fails or refuses to
fulfill any of its obligations under this Agreement or to make
any payment or deliver any instrument required hereunder or
thereunder, then the other party shall have the remedy of
specific performance, which remedy shall be cumulative and
nonexclusive and shall be in addition to any other rights and
remedies otherwise available under any other contract or at law
or in equity and to which such party might be entitled.
Section 7.11. Applicable Law. THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF
ONTARIO, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.
Section 7.12. Submission to Jurisdiction. Each of the
parties hereby: (a) irrevocably submits to the non-exclusive
personal jurisdiction of any Ontario court, over any claim
arising out of or relating to this Agreement and irrevocably
agrees that all such claims may be heard and determined in such
Ontario court; and (b) irrevocably waives, to the fullest extent
permitted by applicable law, any objection it may now or
hereafter have to the laying of venue in any proceeding brought
in a Ontario court.
Section 7.13. Expenses; Prevailing Party Costs. The
Seller, Brownsville, and Purchaser shall pay their own expenses
incident to this Agreement and the transactions contemplated
hereby and thereby, including all legal and accounting fees and
disbursements, and Seller shall be solely liable for any and all
expenses of the Seller and/or Brownsville which are incident to
this Agreement and the transactions contemplated hereby and
thereby (other than customary general, administrative and
overhead expenses incurred in the ordinary course of business).
Notwithstanding anything contained herein or therein to the
contrary, if any party commences an action against another party
to enforce any of the terms, covenants, conditions or provisions
of this Agreement, or because of a breach by a party of its
obligations under this Agreement, the prevailing party in any
such action shall be entitled to recover its losses, including
reasonable attorneys' fees, incurred in connection with the
prosecution or defense of such action, from the losing party.
Section 7.14. Entire Agreement. This Agreement sets forth
all of the promises, agreements, conditions, understandings,
warranties and representations among the parties with respect to
the transactions contemplated hereby and thereby, and supersedes
all prior agreements, arrangements and understandings between the
parties, whether written, oral or otherwise.
Section 7.15. Faxed Signatures. For purposes of this
Agreement, a faxed signature shall constitute an original
signature.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
"SELLER"
/s/ Xxxxx Xxxx
Xxxxx Xxxx
Number of shares: 2,500,000
/s/ Xxxx Xxx Xxxx
Xxxx Xxx Xxxx
Number of shares: 2,500,000
"Brownsville"
Brownsville Company
/s/ Xxxxx Xxxx
Xxxxx Xxxx
President
"PURCHASER"
/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
