STOCK PURCHASE AGREEMENT
Exhibit
10.1
This Agreement (“Agreement”) made as of this
29th
day of October, 2008, by and between Xxxxx Xxxxxx majority shareholder of
Xxxxxxxx Real Estate Services, Inc. (“Seller”) and Xxxxxxxxxx Real
Estate Service, Inc. (“Buyer”) as to the facts set
forth below:
WITNESSETH:
WHEREAS, the Seller desires to
sell 20,000,000 shares of Philips Real Estate Services, Inc. (“Philips”) common stock in
exchange for 250,000 shares of Buyer’s common stock (“Subject Stock”) and $5,000;
and
WHEREAS, the Buyer desires to
buy 20,000,000 shares of Philips commons stock in exchange for 250,000 shares of
Buyer’s common stock and $5,000; and
WHEREAS, the Buyer and Seller
agree and desire Philips to become a wholly owned subsidiary of the Buyer;
and
WHEREAS, the Buyer and Seller
agree that the mortgage for 00-00 Xxxxxxx Xxxxxx located in Chicopee
Massachusetts (“Property”) will continue to
be the personal responsibility of the Seller until paid in full by the Seller;
and
WHEREAS, the Buyer and Seller
agree that 100,000 shares of the Subject Stock shall be sold at a mutually
acceptable price and the proceeds shall be used exclusively to pay principal and
interest owed on the mortgage for the Property.
WHEREAS, The Buyer and Seller
agree that all rental proceeds shall be collected by and controlled by the
Seller until the Property is resold, and any negative cash flows for repairs or
expenses whatsoever shall be the sole responsibility of the Seller and in the
event cash flow after all expenses exceeds 20%, the Buyer and the Seller will
equally share the proceeds, and upon liquidation of this Property after
expenses, the Seller will receive 25% of the capital gains profit and the Buyer
will receive 75% of the capital gains profit.
WHEREAS, The Buyer and Seller
agree that in the event the Seller is incapable of managing the Property, then
the Buyer will hire a professional property management company to manage the day
to day operations, at the Seller’s expense.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and
valuable consideration the adequacy and receipt of which is hereby
acknowledged,
IT IS AGREED, as follows:
1. Seller
agrees to sell, and Buyer agrees to purchase from Seller, 20,000,000 shares
Philips common stock in exchange for the Subject Stock and $5,000 so that
Philips becomes a wholly owned subsidiary of the Buyer.
The funds
are due within two business days of signing this Agreement. All shares are to be
delivered to the Buyer and Seller via FedEx immediately upon receiving cleared
funds from the Buyer.
2. The
Closing contemplated hereby will occur on or before the 15th day of November
2008. In the event that Closing does not occur, this Agreement will
expire. This Agreement may be extended for an additional seven days by written
agreement from both the Buyer and the Seller.
3. The
Buyer and Seller agree that the mortgage for the Property will continue to be
the personal responsibility of the Seller until paid in full by the
Seller. Of the 250,000 shares of Subject Stock 100,000 shares shall
be sold at a mutually acceptable price and the proceeds shall be used
exclusively to pay principal and interest owed on the mortgage for the
Property. Within 3 business days of receipt of the Subject Shares the
Seller shall open an account at a reputable brokerage house in the name of both
the Buyer and Seller and deposit the Subject Shares for sale.
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4. Property
Management
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a.
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All
rental proceeds from the Property shall be collected by and controlled by
the Seller until the Property is
resold.
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b.
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Any
negative cash flows for repairs or expenses on the Property whatsoever
shall be the sole responsibility of the
Seller.
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c.
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In
the event cash flow from the Property after all expenses exceeds 20%, the
Buyer and the Seller will equally share the
proceeds.
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d.
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Upon
liquidation of the Property, after expenses, the Seller will receive 25%
of the capital gains profit and the Buyer will receive 75% of the capital
gains profit from the sale.
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e.
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If
in the sole opinion of the Buyer, the Seller is deemed incapable of
managing the Property, then the Buyer will hire a professional property
management company to manage the day to day operations, at the Seller’s
expense.
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5. REPRESENTATIONS AND
WARRANTIES: The undersigned Buyer hereby represents and
warrants to Seller:
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a.
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The
undersigned Buyer is acquiring the stock solely for investment for his or
her own account and not with a view to, or for, resale in connection with
any distribution within the meaning of any federal securities act, state
securities act or any other applicable federal or state
laws;
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b.
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The
undersigned Buyer understands the speculative nature and risks of
investments associated with the stock, and confirms that the stock would
be suitable and consistent with his or her investment program; that his or
her financial position enables him or her to bear the risks of this
investment; and, that there is no public market for the stock subscribed
for herein;
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c.
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The
stock purchased herein may not be transferred, encumbered, sold,
hypothecated, or otherwise disposed of, if such disposition will violate
any federal and/or state securities acts. Disposition shall
include, but is not limited to acts of selling, assigning, transferring,
pledging, encumbering, hypothecating, giving, and any form of conveying,
whether voluntary or not;
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d.
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To
the extent that any federal, and/or state securities laws shall require,
the Buyer hereby agrees that the stock acquired pursuant to this Agreement
shall be without preference as to
assets;
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e.
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The
Buyer is aware that Philips is under no obligation to register or seek an
exemption under any federal securities act, state securities act, or any
foreign securities act for the stock of Philips or to cause or permit such
stock to be transferred in the absence of any such registration or
exemption;
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f.
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The
Buyer has adequate means of providing for his current needs and personal
contingencies and has no need to sell the shares in the foreseeable future
(that is at the time of the investment, Buyer can afford to hold the
investment for an indefinite period of
time);
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g.
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The
Buyer has sufficient knowledge and experience in financial matters to
evaluate the merits and risks of this investment and further, the Buyer is
capable of reading and interpreting financial statements;
and
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h.
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The
Buyer is not a member of, or an associate or affiliate of a member of the
National Association of Securities
Dealers.
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i.
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Buyer,
and his agents, attorneys and advisors, have conducted their own due
diligence on Philips, its past history, and its current state. They
have inspected SEC filings, the corporate minutes, and the charter
documents. Buyer is buying the shares “as is”, with no
representations made by the Seller as to the affairs or viability of the
company, or as to assets, liabilities, or outstanding securities of
Philips, and Buyer, on behalf of him selves and his successors in
interest, (if any), hereby acknowledges and agrees by his execution of
this Agreement that Seller is making no representations in this
regard.
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6. This
Agreement represents the entire understanding between the Buyer and Seller and
supersedes all prior written or oral agreements, if any.
6. This
Agreement may not be modified or changed unless in writing signed by the Buyer
and Seller.
7. The
headings in this Agreement are for convenience and shall not be used to
interpret any of the provisions of this Agreement.
8. No
waiver of any provision of this Agreement shall be effective and binding unless
signed in writing by the Buyer and/or Seller charged with such
waiver.
9. This
Agreement shall be construed and enforced under and pursuant to the laws of the
State of Nevada.
10. This
Agreement shall be binding upon Buyer and Seller and their
successors.
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IN WITNESS WHEREOF, the Buyer and
Seller have executed this Agreement as of the date first above
written.
SELLER: BUYER:
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XXXXX
XXXXXX
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XXXXXXXXXX
REAL ESTATE SERVICE, INC.
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Signed:
/s/ Xxxxx
Xxxxxx By:
/s/ Xxxxx Xxxxxxx
Xxxxx
Xxxxxx,
Individual Xxxxx Xxxxxxx,
President
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