STOCK PURCHASE AGREEMENT
EXHIBIT 10.4
THIS
AGREEMENT is made and entered into this December 19, 2008 by and between CRC
Crystal Research, Corp., and or its designees ("Seller") and Connor & Xxxx
Capital, LLC. ("Purchaser");
WHEREAS,
the Seller is the record owner and holder of Five Million Five Hundred Thousand
(5,500,000) shares of the capital stock of CRC Crystal Research, Corp.,
("Corporation"), a Nevada Corporation, which Corporation has issued
capital stock of 13,370,270 shares of $0.001 par value common stock;
and
WHEREAS,
the Purchaser desires to purchase said stock and the Seller desires to sell said
stock, upon the terms and subject to the conditions hereinafter set
forth;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in
this Agreement, and in order to consummate the purchase and the sale of the
Corporation's Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE
AND SALE: Subject to the terms and conditions hereinafter set forth,
at the closing of the transaction contemplated hereby, the Seller shall sell,
convey, transfer, and deliver to the Purchaser certificates representing such
stock, and the Purchaser shall purchase from the Seller the Corporation's Stock
in consideration of the purchase price set forth in this
Agreement. The certificates representing the Corporation's Stock
shall be duly endorsed for transfer or accompanied by appropriate stock transfer
powers duly executed in blank, in either case with signatures guaranteed in the
customary fashion, and shall have all the necessary documentary transfer tax
stamps affixed thereto at the expense of the Seller. The closing of the
transactions contemplated by this Agreement
("Closing"),
shall take place upon the executed signature of this Agreement.
2. AMOUNT
AND PAYMENT OF PURCHASE PRICE. The total consideration and method of
payment thereof are fully set out in Exhibit "A" attached hereto and made a part
hereof.
3. REPRESENTATIONS
AND WARRANTIES OF SELLER. Seller hereby warrants and
represents:
(a)
Organization and Standing. Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has the corporate power and authority to carry on its business as it
is now being conducted.
(b)
Character of Stock to be Purchased.
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i.
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The
Seller is not a party to any agreement, written or oral, creating rights
in respect to the Corporation's Stock in any third person or relating to
the voting of the Corporation's
Stock.
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ii.
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Seller
is the lawful owner of the Stock, free and clear of all security
interests, liens, encumbrances, equities and other
charges.
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iii.
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There are no
existing warrants, options, stock purchase agreements, redemption
agreements, calls or rights to subscribe of any character relating to the
stock, nor are there any securities convertible into such stock that are
different than what has been reported in its SEC filings to
date.
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4. REPRESENTATIONS
AND WARRANTIES OF SELLER AND PURCHASER.
Seller
and Purchaser hereby represent and warrant that there has been no act or
omission by Seller, Purchaser or the Corporation which would give rise to any
valid claim against any of the parties hereto for a brokerage commission,
finder's fee, or other like payment in connection with the transactions
contemplated hereby.
5. FIRST
RIGHT OF REFUSAL
The
Company will not issue any stock for a period of Two (2) months from the date of
approval for trading.
6.
LOCK-UP.
The
Company shall cause its officers, insiders, directors, and affiliates or other
related parties under control of the Company, to refrain from selling Common
Stock for a period of Two (2) months from the date of approval for trading.
7. GENERAL
PROVISIONS
(a)
Entire Agreement. This Agreement (including the exhibits hereto and any written
amendments hereof executed by the parties) constitutes the entire Agreement and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof.
(b)
Sections and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
(c)
Governing Law. This agreement and all transactions contemplated hereby, shall be
governed by, construed and enforced in accordance with the laws of the State of
New York and the State of Arizona. The parties herein waive trial by
jury and agree to submit to the personal jurisdiction and venue of a court of
subject matter jurisdiction located in the State of Arizona. In the
event that litigation results from or arises out of this Agreement or the
performance thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to which the
prevailing party may be entitled.
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IN
WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the date first above written:
Signed,
sealed and delivered in the presence of:
PURCHASERS
| By: /s/ Xxxxxxx X. Xxxxxx |
| Xxxxxxx X. Xxxxxx, CEO |
| Connor & Xxxx Capital, LLC. |
| Date: December 19, 2008 |
SELLERS
| By: /s/ Xxxxx X. Pandelisev |
| Xx. Xxxxx X. Pandelisev, CEO |
| CRC Crystal Research Corporation |
| Date: December 19, 2008 |
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EXHIBIT
"A” AMOUNT AND PAYMENT OF PURCHASE PRICE
(a)
Consideration. As total consideration for the purchase and sale of the
Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the
Seller the sum of Three Million Dollars ($3,025,000) for total of 5,500,000
shares of common stock valued at $0.55 per share. The total
consideration to be referred to in this Agreement shall be known as the
"Purchase Price".
(b)
Payment. The Purchase Price shall be paid as follows:
i.
Upon execution of this agreement, Seller shall place in escrow Five Million Five
Hundred Thousand shares (5,500,000) to be accessible by the Purchaser
as stated in an escrow agreement.
ii.
Within a week after the Company is approved for trading the Purchaser
will provide the Seller with the first weekly payment of
$50,000 (Fifty Thousand Dollars) and weekly payments of $250,000 (Two Hundred
Fifty Thousand Dollars) per week thereafter, until seller has received the
aggregate sum of Three Million Twenty Five Thousand Dollars ($3,025,000). The
escrow agreement will have provisions to facilitate for efficient stock sales
and payments for the stock.
Purchaser
will make payments via wire transfer to account as provided by the escrow
agent.
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