Exhibit 10.2
COMMON STOCK PURCHASE AGREEMENT
AGREEMENT entered into as of the 13th day of September,
2010, by and between Bristol Acquisitions Corp., a Delaware
corporation with an address at 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxx Xxxx 00000 (the Company) and Brook Cross, a
individual with an address at 000 Xxxxx Xxxxxx, Xxxxxxx Xxxxx,
XX 00000 (the Purchaser).
WHEREAS, the Purchaser desires to purchase, and the
Company desires to sell, an aggregate of 1,500,000 shares (the
Shares) of the Companys common stock, par value $.001 per
share (the Common Stock) upon the terms and conditions
hereof.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the Purchaser and the
Company hereby agree as follows:
SECTION 1: SALE OF THE SHARES
1.1 Sale of the Shares. Subject to the terms and
conditions hereof, the Company will sell and deliver to the
Purchaser and the Purchaser will purchase from the Company,
upon the execution and delivery hereof, the Shares for a
purchase price equal to twenty-five thousand dollars
($25,000).
SECTION 2: CLOSING DATE; DELIVERY
2.1 Closing Date. The closing of the purchase and sale
of the Shares hereunder (the Closing) shall be held
immediately following the execution and delivery of this
Agreement.
2.2 Delivery at Closing. At the Closing, the Company will
deliver to the Purchaser a stock certificate registered in the
Purchasers name, representing the number of Shares to be
purchased by Purchaser hereunder, against payment of the
purchase price therefore as indicated above.
SECTION 3: REPRESENTATIONS AND WARRANTIES OF PURCHASER
The undersigned Purchaser hereby represents and warrants
to the Company as follows:
3.1 Transfer of Shares. The Shares have not been
registered under the Securities Act and cannot be sold or
otherwise transferred without an effective registration or an
exemption therefrom, and as of the date of this Agreement, may
not be sold pursuant to the exemptions provided by Section
4(1) of the Securities Act in accordance with the letter from
Xxxxxxx X. Xxxxx, Chief of the Office of Small Business Policy
of the Securities and Exchange Commissions Division of
Corporation Finance, to Xxx Worm of NASD Regulation, Inc.,
dated January 21, 2000.
3.2 Experience. The undersigned has such knowledge and
experience in financial and business matters that the
undersigned is capable of evaluating the merits and risks of
investment in the Company and of making an informed investment
decision. The undersigned has adequate means of providing for
the undersigned's current needs and possible future
contingencies and the undersigned has no need, and anticipates
no need in the foreseeable future, to sell the Shares for
which the undersigned subscribes. The undersigned is able to
bear the economic risks of this investment and, consequently,
without limiting the generality of the foregoing, the
undersigned is able to hold the Shares for an indefinite
period of time and has sufficient net worth to sustain a loss
of the undersigneds entire investment in the Company in the
event such loss should occur. Except as otherwise indicated
herein, the undersigned is the sole party in interest as to
its investment in the Company, and it is acquiring the Shares
solely for investment for the undersigneds own account and
has no present agreement, understanding or arrangement to
subdivide, sell, assign, transfer or otherwise dispose of all
or any part of the Shares subscribed for to any other person.
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3.3 Investment; Access to Data. The undersigned has
carefully reviewed and understands the risks of, and other
considerations relating to, a purchase of the Common Stock and
an investment in the Company. The undersigned has been
furnished materials relating to the Company, the private
placement of the Common Stock or anything else that it has
requested and has been afforded the opportunity to ask
questions and receive answers concerning the terms and
conditions of the offering and obtain any additional
information which the Company possesses or can acquire without
unreasonable effort or expense. Representatives of the
Company have answered all inquiries that the undersigned has
made of them concerning the Company, or any other matters
relating to the formation and operation of the Company and the
offering and sale of the Common Stock. The undersigned has not
been furnished any offering literature other the undersigned
has relied only on such information furnished or made
available to the undersigned by the Company as described in
this Section. The undersigned is acquiring the Shares for
investment for the undersigneds own account, not as a nominee
or agent and not with the view to, or for resale in connection
with, any distribution thereof. The undersigned acknowledges
that the Company is a start-up company with no current
operations, assets or operating history, which may possibly
cause a loss of Purchasers entire investment in the Company.
3.4 Authorization. (a) This Agreement, upon execution
and delivery thereof, will be a valid and binding obligation
of Purchaser, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization
and moratorium laws and other laws of general application
affecting enforcement of creditors rights generally.
(b) The execution, delivery and performance by
Purchaser of this Agreement and compliance therewith and the
purchase and sale of the Shares will not result in a violation
of and will not conflict with, or result in a breach of, any
of the terms of, or constitute a default under, any provision
of state or Federal law to which Purchaser is subject, or any
mortgage, indenture, agreement, instrument, judgment, decree,
order, rule or regulation or other restriction to which the
Purchaser is a party or by which the undersigned Purchaser is
bound, or result in the creation of any mortgage, pledge,
lien, encumbrance or charge upon any of the properties or
assets of Purchaser pursuant to any such term.
3.5 Accredited Investor. Purchaser is an accredited
investor as defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended and has executed the
statement of accredited investor annexed hereto as Exhibit A.
SECTION 4: MISCELLANEOUS
4.1 Governing Law. This Agreement shall be governed in
all respects by the laws of the State of Delaware, without
regard to conflicts of laws principles thereof.
4.2 Survival. The terms, conditions and agreements made
herein shall survive the Closing.
4.3 Successors and Assigns. Except as otherwise
expressly provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties
hereto.
4.4 Entire Agreement; Amendment; Waiver. This Agreement
constitutes the entire and full understanding and agreement
between the parties with regard to the subject matter hereof.
Neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated, except by a written
instrument signed by all the parties hereto.
4.5 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original,
but all of which together, shall constitute one instrument.
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IN WITNESS WHEREOF, the undersigned have hereunto set
their hands as of the day and year first above written.
BRISTOL ACQUISITIONS CORP.
By: /s/ Brook Cross
Brook Cross
President and Secretary
BROOK CROSS
By: /s/ Brook Cross
Brook Cross
President and Secretary
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Exhibit A
STATEMENT OF ACCREDITED INVESTOR
To:
Bristol Acquisitions Corp. (the Company)
Ladies and Gentlemen:
The undersigned hereby refers to the Securities Purchase
Agreement executed and delivered to the Company by the
undersigned as of the date hereof. In connection with the
subscription thereunder by the undersigned to purchase
securities of the Company, the undersigned hereby represents
and warrants that such individual or entity meets at least one
of the tests listed below for an accredited investor (as
such term is defined under Regulation D promulgated pursuant
to the Securities Act of 1933, as amended).
Accredited Investors are accorded special status under
the federal securities laws. Individuals who hold certain
positions with an issuer or its affiliates, or who have
certain minimum individual income or certain minimum net worth
(each as described below) may qualify as Accredited Investors.
Partnerships, corporations or other entities may qualify as
Accredited Investors if they fulfill certain financial and
other standards, or if all of their equity owners have incomes
and/or net worth which qualify them individually as Accredited
Investors, and trusts may qualify as Accredited Investors if
they meet certain financial and other tests (as described
below).
You may qualify as an Accredited Investor under
Regulation D promulgated under the Securities Act of 0000 (xxx
0000 Xxx) if you meet any of the following tests (please
check all that apply):
The undersigned is an individual who is a director or
executive officer of the Company. An executive officer is
the president, a vice president in charge of a principal
business unit, division or function (such as sales,
administration or finance), any other officer who performs a
policy making function or any other person who performs
similar policy making functions for the Company.
The undersigned is an individual that (1) had individual
income of more than $200,000 in each of the two most
recent fiscal years and reasonably expects to have individual
income in excess of $200,000 in the current year, or (2)
had joint income together with the undersigneds spouse in
excess of $300,000 in each of the two most recent fiscal
years and reasonably expects to have joint income in
excess of $300,000 in the current year. Income means
adjusted gross income, as reported for federal income tax
purposes, increased by the following amounts: (i) any tax
exempt interest income under Section 103 of the Internal
Revenue Code (the Code) received, (ii) any losses claimed as
a limited partner in a limited partnership as reported on
Schedule E of Form 1040, (iii) any deduction claimed for
depletion under Section 611 of the Code or (iv) any
amount by which income has been reduced in arriving at
adjusted gross income pursuant to the provisions of Section
1202 of the Code. In determining personal income, however,
unrealized capital gains should not be included.
The undersigned is an individual with individual net
worth, or combined net worth together with the undersigneds
spouse, in excess of $1,000,000. Net worth means the excess
of total assets at fair market value, including home,
home furnishings and automobiles, over total liabilities.
The undersigned is a Trust with total assets in excess of
$5,000,000, was not formed for the specific purpose of
acquiring securities of the Company, and the purchase of the
securities is directed by a person with such knowledge and
experience in financial and business matters that he is
capable of evaluating the risks and merits of the
prospective investment in such securities.
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The undersigned is a corporation, partnership, limited
liability company or limited liability partnership that
has total assets in excess of $5,000,000 and was not formed
for the specific purpose of acquiring securities of the
Company.
The undersigned is an entity in which all of its equity
owners are accredited investors.
Dated: September 13, 2010
Very truly yours,
Brook Cross
By: /s/ Brook Cross
Brook Cross
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