STOCK REPURCHASE AGREEMENT
Exhibit 10.1
This Stock Repurchase Agreement is entered into as of this day of September, 2009, by and
between Rub Music Enterprises, Inc., a Nevada corporation (the “Company”), and
, a resident of the state of (the “Stockholder”).
BACKGROUND
Stockholder owns shares of the Company’s common stock, $0.001 par value per
share (the “Shares”) and the Company is willing to repurchase the Shares for the Purchase Price (as
defined below) upon the terms and subject to the conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, the Stockholder and the Company agree as follows:
SECTION 1
REPURCHASE AND SALE OF SHARES
REPURCHASE AND SALE OF SHARES
1.1 Repurchase and Sale of Shares. On the terms and subject to the conditions set
forth in this Agreement, the Company agrees to purchase from the Stockholder and the Stockholder
agrees to sell, transfer, convey and deliver to the Company the Shares at a price equal to
per Share.
1.2 Payment for Shares. The total purchase price for the Shares shall be
United States Dollars ($ ) (the “Purchase Price”), payable in
cash. Upon receipt of the Purchase Price, the Stockholder agrees to deliver the certificates
representing the Shares to the Company and irrevocably appoints any officer, employee or agent of
the Company as his attorney to cancel or transfer the Shares on the books of the Company with full
power of substitution.
SECTION 2
REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Stockholder. The Stockholder
represents and warrants to the Company as follows:
2.1.1 Power and Authority. The Stockholder has the power and authority to execute
and deliver this Agreement and consummate the transactions contemplated hereby.
2.1.2 Validity; Enforceability. This Agreement and all other instruments or
documents executed by the Stockholder in connection herewith have been duly executed by the
Stockholder, and constitute legal, valid and binding obligations of the Stockholder, enforceable in
accordance with their respective terms.
2.1.3 No Encumbrances. The Stockholder is the owner of record of all right, title
and interest (legal and beneficial), free and clear of all liens, in and to the Shares. Upon
delivery of certificates representing the Shares to be sold by the Stockholder to the Company
hereunder and payment therefor pursuant to this Agreement, good, valid and marketable title to such
Shares, free and clear of all
liens, encumbrances, equities, claims, liabilities or obligations, whether absolute, accrued,
contingent or otherwise, will be transferred to the Company.
2.1.4 Knowledge; Access. The Stockholder has such knowledge and experience in
financial and business matters and has been furnished access to such information and documents
concerning the Company that it is capable of evaluating the merits and risks of accepting the
Purchase Price in exchange for the Shares and the other terms and conditions of this Agreement.
The Stockholder has had an opportunity to ask questions and receive answers concerning the terms
and conditions of this repurchase and to obtain additional information regarding the Company’s
plans and future prospects.
2.2 Representations and Warranties of the Company. The Company represents and
warrants to the Stockholder as follows:
2.2.1 Power and Authority. The Company has the power and authority to execute and
deliver this Agreement and consummate the transactions contemplated hereby.
2.2.2 Organization and Qualification. The Company is a corporation, duly
organized, validly existing and in good standing under the laws of the State of Nevada.
2.2.3 Validity; Enforceability. This Agreement and all other instruments or
documents executed by the Company in connection herewith have been duly executed by the Company,
and constitute legal, valid and binding obligations of the Company, enforceable in accordance with
their respective terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and general principles of equity (whether considered in an action at law or in
equity). The terms of this Agreement and the underlying transactions comply with all applicable
laws of the United States of America and of any applicable state thereof, and no consent, approval,
order or authorization of, or registration, qualifications, designation, declaration or filing
with, any federal, state or local governmental authority on the part of the Company is required in
connection with the consummation of the repurchase of shares contemplated by this Agreement.
SECTION 3
MISCELLANEOUS
MISCELLANEOUS
3.1 Notices. In order to be effective, any notice or other communication
required or permitted hereunder, shall, unless otherwise stated herein, be in writing and shall be
transmitted by messenger, delivery service, mail or telecopy, as specified below:
| If to the Company to: | ||||||
| Rub Music Enterprises, Inc. 0000 Xxxxx Xxxx Xxxxx Xxx Xxxx, Xxxxx 00000 |
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| Fax: | ||||||
| with a copy (which shall not constitute notice) to: |
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| Xxxxxx X. Xxxxxxxxx, Esq. Attorney at Law 0000 Xxxx Xxxxxx Xxxxxx Xxxxx, Xxxx 00000 |
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| Fax: | ||||||
| If to the Stockholder to: | ||||||
| Fax: | ||||||
or at such other address as a party shall designate in a written notice to the other parties hereto
given in accordance with this Section 3.1. All notices and other communications shall be
effective (a) if sent by messenger or delivery service, when delivered, (b) if sent by mail, five
(5) days after having been sent by certified mail, with return receipt requested, or (c) if sent by
facsimile with receipt acknowledged, when sent.
3.2 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and assigns.
3.3 Entire Agreement, Amendment. This Agreement constitutes the entire agreement
between the Company and Stockholder with respect to the transactions contemplated hereby;
supersedes all prior or contemporaneous negotiations, communications, discussions and
correspondence concerning the subject matter hereof; and may be amended or modified only with the
written consent of the Company and the Stockholder.
3.4 Severability of Provisions. If any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of such provision or
any remaining provisions of this Agreement, and the parties shall use their respective best efforts
to negotiate and enter into an amendment to this Agreement whereby such provision will be modified
in a manner that is consistent with the intended economic consequences of the invalid provision and
that, as modified, is legal and enforceable.
3.5 Governing Law. This agreement shall be governed by and construed in accordance
with the internal laws of the State of Nevada without giving effect to any choice of law or
conflict, provision or rule (whether of the State of Nevada or any other jurisdiction) that would
cause the laws of any jurisdiction other than the State of Nevada to be applied.
3.6 Counterparts. This Agreement may be executed in separate counterparts, either of
which, when so executed, shall be deemed to be an original and both of which, when taken together,
shall constitute but one and the same agreement. In the execution of this Agreement, facsimiled or
scanned and emailed manual signatures shall be effective for all purposes.
3.7 Survival. The representations, warranties, covenants and agreements made herein
shall survive the execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby, notwithstanding any investigation made by either party.
3.8 Further Assurances. Each party shall at any time and from time to time after the
date hereof take whatever actions the other party or its affiliates or agents reasonably request to
effectuate, record, evidence or perfect its transfer of the Shares to the Company pursuant to this
Agreement or to otherwise effectuate or consummate any of the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and
year first written above.
| RUB MUSIC ENTERPRISES, INC. | ||||
By:
|
/s/ | |||
| Xxxxxxxxx Xxxxxx | ||||
| President | ||||
| Shareholder | ||||
By: |
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