EXHIBIT 99
RESTRICTED STOCK PURCHASE AGREEMENT
This is an agreement ("Agreement") between Xxxx Xxxxxxxxxxxxx ("Seller") and
Xxxx Xxxxx ("Buyer") made this 28 day of April 2003.
WHEREAS:
A. Seller owns 2,300,000 shares (the "Shares") of Golden Hand Resources Inc.
a company incorporated under the laws of the state of Washington State
(the "Company"); and
B. Seller wishes to sell 2,300,000 Shares of the Company (the "Contract
Shares") to the Buyer.
NOW, THEREFORE, the parties hereto agree as follows:
1. PURCHASES AND SALE OF CONTRACT SHARES
(a) Seller hereby agrees to sell the Contract Shares to the Buyer at a
purchase price per share, which shall be $0.023364826 per share for
a total of $53,739.08 (the "Consideration") and payable in full on
the date of this Agreement.
(b) The closing of the transaction shall occur when this Agreement is
executed by Seller. On the closing and pursuant to an Escrow
Agreement dated April 28, 2004, Buyer shall deliver through First
American Stock Transfer Inc. the Consideration to Seller.
(c) Pursuant to an Escrow Agreement dated April 28, 2004, Seller shall
deliver through First American Stock Transfer Inc. the Contract
Shares to the buyer free and clear of all liens, claims or
encumbrances.
2. REPRESENTATIONS AND WARRANTIES
(a) As an inducement for Buyer to enter into this Agreement, Seller
represents and warrants that:
(i) Seller has the lawful power and authority to enter into this
Agreement;
(ii) Seller owns the Shares free and clear of all liens, claims or
encumbrances; and
(iii) Seller is not aware of any material adverse information with
respect to the Company.
(iv) Seller represents that there are no claims, actions, suits,
investigations or proceedings pending or, to the knowledge of
Seller, threatened against the Company.
(v) Seller represents that there are 10,238,000 shares of common
stock outstanding as of the date hereof, of which 7,000,000 shares
are restricted.
(vi) Seller, as the sole officer and director of the Company, does
hereby, upon execution of this Agreement, appoint Xxxx Xxxxx to
serve as the new President of the Company and Xxxx. Xxxxx shall also
be elected as a member of the third class of director on the Board
of Directors of the Company, who's term shall expire at the third
annual general meeting after her appointment. Simultaneously and
also upon execution of this Agreement, the Seller hereby resigns
from his position as President of the Company and shall serve as a
Director and Assistant Secretary of the Company.
(vii) Seller represents that he has executed a directors resolution
that increases the number of board members to a total of six and
that after the appointment of Xxxx Xxxxx there will be four board
vacancies to be filled within 60 days.
(viii) Seller represents on behalf of the Company that there are no
taxes, State or Federal, currently due and that all required filings
have been filed accordingly.
(ix) As a condition to closing, Seller, on behalf of the Company,
shall execute an amendment to the Reach Technologies Inc./Golden
Hand Resources Inc License Agreement which shall be attached hereto
as Exhibit A. After signing such Amended License Agreement, Seller
represents that there are no debts owed by the Company. Furthermore,
Seller shall immediately assign control of the Golden Hand Resources
Trust Account ("Trust Account") currently held at the Company's
counsel, QED Law Group and Xxxxx Xxxxxx Xxxxxxx, to the new officer
and director of the Company as appointed under this Agreement. The
amount in such Trust Account shall equal approximately U.S. $300 and
Nil respectively, all bank accounts will have nil balances and will
be closed prior to closing.
(b) As an inducement for Seller to enter into this Agreement, Buyer
represents and warrants that Buyer has the lawful power and
authority to enter into this Agreement.
Buyer also hereby represents that he/she shall not vote in favor of
a reverse stock split from the date hereof through April 28, 2005,
and shall not vote in favor of a name change in the Company until,
without the prior written consent of the Company's current officer
and director, Xxxx Xxxxxxxxxxxxx.
Buyer further represents that she shall as soon as practical and not
later than 60 days from her appointment, appoint directors to fill
the five vacancies on the board.
Buyer hereby agrees to a contractual restriction that for a period
of one year from the date hereof, such purchaser agrees not to
transfer or dispose of the Contract Shares in a private transaction.
3. BINDING EFFECT. Except as otherwise expressly provided herein, this
Agreement shall be binding upon and inure to the benefit or the parties
hereto, their heirs, legal representatives, successors and permitted
assigns. This Agreement may be signed by fax and in counterpart.
4. GOVERNING LAW, This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington, without giving effect
to the conflict of laws principles thereof.
5. THIS AGREEMENT MAY BE SIGNED BY FAX AND IN COUNTERPART.
In witness hereof the parties hereby affix their signatures.
SELLER BUYER
/s/ Xxxx Xxxxxxxxxxxxx /s/ Xxxx Xxxxx
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