EXHIBIT 10.1
RESTRICTED STOCK PURCHASE AGREEMENT
This is an agreement ("Agreement") between Xxxxx Rudelsheim ("Seller") and ___
Company Ltd ("Buyer") made this 27th day of August 2003.
WHEREAS:
A. Seller owns 5,000,000 shares (the "Shares") of XXXX Logic Inc. a
company incorporated under the laws of the state of Washington State
(the "Company"); and
B. Seller wishes to sell ____ 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 $.002 per share for a
total of $__ (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 August 20, 2003, Buyer shall deliver through
First American Stock Transfer Inc. the Consideration to Seller.
(c) Pursuant to an Escrow Agreement dated August 20, 2003, 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 6,000,000 shares of common
stock outstanding as of the date hereof., of which 5,000,000
shares are restricted.
(vi) Seller, as the sole officer and director of the Company, does
hereby, upon execution of this Agreement , appoint Xxx Xxxx as a
member of the Board of Directors of the Company. Simultaneously
and also upon execution of this Agreement, the Seller hereby
resigns from his positions as both an officer and director of
the Company. Xx. Xxxx, as the new sole director, shall
thereafter, at his discretion, appoint the new officers of the
Company.
(vii) As a condition to closing, Seller, on behalf of the Company,
shall execute an amendment to the Reach Technologis, Inc./Xxxx
Logic 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 Xxxx
Logic Trust Account ("Tust Account") currently held at the
Company's counsel, Xxxxx Xxxxxxx 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.
$5,553.
(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.
(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.
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.
In witness hereof the parties hereby affix their signatures.
SELLER BUYER
