STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of December 13,
2001 between BWI AVIONICS LTD., P.O. Box 599, Caribbean Place, Providenciales,
Turks and Caicos Islands, British Virgin Islands (the "Seller"), and William
Galine and Xxxxxx Xxxxxxxx (the "Buyers"), with respect to the following facts:
A. Seller owns two million (2,000,000) shares of common stock, $0.0001 par
value (OTCBB: PBOK)(the "Common Shares"), of Xxxxxxxxxx.xxx, Inc., a Delaware
corporation (the "Corporation");
B. Seller desires to liquidate all of the Common Shares currently held in
its portfolio;
C. Buyers are the founders and currently serve as officers and directors of
the Corporation; and
D. Seller desire to sell two million (2,000,000) Common Shares to the
Buyers and Buyers desire to purchase said Common Shares.
NOW, THEREFORE, in consideration of the above facts and mutual covenants
herein, the parties agree as follows:
1. The Seller shall sell and transfer to the Buyer two million (2,000,000)
Common Shares. The Buyer shall purchase two million (2,000,000) Common Shares
from the Seller, and Buyer shall pay to the Seller a total purchase price of
US$3,000.00, which shall be paid in cash, for such Common Shares.
2. The Seller agrees to deliver to the Buyers a stock certificate
evidencing two million (2,000,000) Common Shares and the executed a stock power
(or other such document as may reasonably be required to transfer such Common
Shares) reflecting the transfer of the Common Shares to Buyers.
3. Seller hereby represents and warrants to the Buyers as follows:
(a) Seller owns, beneficially and of record, all the Common Shares being
sold pursuant to this Agreement;
(b) The Common Shares being transferred hereunder to the Buyers are free
and clear of any claims, liens, charges, equities, encumbrances or
other restrictions of any kind or nature (other than ordinary
restrictions and hold periods under applicable securities laws);
(c) Seller has full power, capacity and authority to transfer, assign and
deliver the Shares to the Buyers;
(d) The execution, delivery and performance of this Agreement will not
result in a violation of, or constitute a default under, any will,
trust, agreement or other instrument to which Seller is a party or is
bound; and
(e) There is no pending or threatened litigation involving the Common
Shares being transferred or to which such Common Shares may be
subject.
4. Miscellaneous Provisions.
(a) Entire Agreement. This Agreement contains the entire understanding
between the parties hereto with respect to the subject matter hereof and
supersedes any prior understandings, agreements or representations, written or
oral, relating to the subject matter hereof.
(b) Counterparts. This Agreement may be executed in separate counterparts,
each of which will be an original and all of which taken together shall
constitute one and the same agreement, and any party hereto may execute this
Agreement by signing any such counterpart.
(c) Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law but if any provision of this Agreement is held to be invalid, illegal or
unenforceable under any applicable law or rule, the validity, legality and
enforceability of the other provision of this Agreement will not be affected or
impaired thereby.
(d) Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, personal
representatives and successors and assigns.
(e) Modification, Amendment, Waiver or Termination. No provision of this
Agreement may be modified, amended, waived or terminated except by an instrument
in writing signed by the parties to this Agreement. No course of dealing between
the parties will modify, amend, waive or terminate any provision of this
Agreement or any rights or obligations of any party under or by reason of this
Agreement.
(f) Notices. All notices, consents, requests, instructions, approvals or
other communications provided for herein shall be in writing and delivered by
personal delivery, overnight courier, mail, electronic facsimile or e-mail
addressed to the receiving party at the address set forth below. All such
communications shall be effective when received. Any party may change the
address set forth below by notice to the other party given as provided herein.
(g) Headings. The headings and any table of contents contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
(h) Governing Law. ALL MATTERS RELATING TO THE INTERPRETATION,
CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW PROVISIONS THEREOF.
(i) Third-Party Benefit. Nothing in this Agreement, express or implied, is
intended to confer upon any other person any rights, remedies, obligations or
liabilities of any nature whatsoever.
(j) Survival of Representations and Warranties. Notwithstanding any
investigation made by any of the parties hereto and notwithstanding the closing
of the redemption and sale or any actions taken after the execution hereof, the
representations made in this Agreement shall survive.
Dated as of December 13, 2001.
SELLER
BWI AVIONICS LTD.
Sterling Directors Ltd.
By: /s/ Xxxxx Xxxxxx
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Its: Director
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Address:
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BWI AVIONICS LTD.
X.X. Xxx 000, Xxxxxxxxx Xxxxx
Xxxxxxxxxxxxxx, Xxxxx and Caicos Islands, BVI
BUYERS
/s/ William Galine
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William Galine
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Address:
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Xxxxxxxxxx.xxx, Inc.
00 Xxxxxxxx, Xxxxx X
Xxxx, Xxxxxx 00000
