EXHIBIT 10.4
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, dated as of April 30, 2005 between Xxxxxx Xxxxxx, an
individual residing at 00-00 000xx Xxxxxx, Xxxxxxxx, Xxx Xxxx, 00000, (the
"Seller") and Icy Splash Food & Beverage Inc., a New York corporation having an
office at 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx, XX 00000 (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Seller desires to sell to the Purchaser 2,000,000 shares
of common stock (the "Shares") of Icy Splash Food & Beverage Inc., and
WHEREAS, the Purchaser desires to purchase the Shares upon the terms
and for the consideration set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements hereinafter set forth, the Seller and Purchaser hereby agree as
follows:
Section 1. Purchase and Sale of the Shares.
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In consideration of the sale of the Shares by the Seller on
the date hereof (the "Closing Date"), the Purchaser shall pay to the Seller an
amount equal to $72,620 in the aggregate, or approximately $.036 per share. On
the Closing Date, the Seller shall deliver to the Purchaser stock certificates
representing the Shares, together with stock powers executed in blank.
Section 2. Representations and Warranties of the Seller.
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The Seller hereby represents and warrants to the Purchaser as
follows:
(a) Seller has full legal capacity to execute, deliver
and perform this Agreement, and this Agreement does
not violate any contractual restriction contained in
any agreement which binds or affects or purports to
bind or affect the Seller.
(b) The Seller has good and marketable title to the
Shares and the Shares are owned by the Seller,
validly issued, fully paid and non-assessable, and
after the consummation of the transactions
contemplated hereby, the Shares will be owned by the
Purchaser, free of any encumbrances, liens, claims,
equities or liabilities of every nature.
(c) The Seller is not required to obtain any consent,
waiver, authorization or order of, give any notice
to, or make any filing or registration with, any
court or other federal, state, local or other
governmental authority or other person in connection
with the execution, delivery and performance of this
Agreement.
Section 3. Representations and Warranties of the Purchaser.
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(a) The execution, delivery and performance by the
Purchaser of this Agreement does not violate any
contractual restriction contained in any agreement
which binds or affects or purports to bind or affect
the Purchaser.
(b) The Purchaser has the power and authority to accept,
execute and deliver this Agreement and to carry out
its obligations hereunder; the execution, delivery
and performance by the Purchaser of this Agreement
and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary
corporate action on the part of the Purchaser; this
Agreement constitutes the valid and legally binding
obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency,
reorganization or other laws affecting the
enforcement of creditors' rights generally now or
hereafter in effect and subject to the application of
equitable principles and the availability of
equitable remedies.
Section 4. Fees and Expenses.
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Each of the parties hereto shall pay its own legal and
accounting charges and other expenses incident to the execution of this
Agreement and the consummation of the transactions contemplated hereby. Any
required federal, state and local transfer taxes, if any, shall be paid by the
Seller.
Section 5. Survival.
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All agreements, representations and warranties and covenants
contained herein or made in writing by or on behalf of the parties hereto in
connection with the transactions contemplated hereby shall survive the execution
of this Agreement and the consummation of such transactions.
Section 6. Severability.
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If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any parties. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the fullest extent
possible.
Section 7. Miscellaneous.
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This Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of New York without regard to its
conflicts of laws principles. This Agreement embodies the entire agreement and
understanding between the Seller and the Purchaser and supersedes all prior
agreements and understandings, oral and written, relating to the subject matter
hereof. This Agreement may not be modified or amended or any term or provision
hereof waived or discharged, except in writing signed by the party against whom
such modification, waiver or discharge is sought to be enforced. This Agreement
may be executed simultaneously in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument. All of the terms of this Agreement shall be binding upon the
respective successors and assigns of the parties hereto and shall inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed by their duly authorized representatives as of the date first
above written.
/s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX
XXXXXX XXXXX ICY SPLASH FOOD &
BEVERAGE, INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
President, Chief Executive Officer
and Director
