Exhibit 10.1
AFFILIATE STOCK PURCHASE AGREEMENT
This Affiliate Stock Purchase Agreement (this "AGREEMENT"), is made as of June
3, 2011, by and between XXXXXXXX XXXXXX, as to 158,956 shares and XXXXXX XXXXX
as to 158,956 shares, both businessmen, (the "SELLERS") and Xxxx Xxxxxxx,
(referred to herein as the "PURCHASER").
RECITALS
WHEREAS, the Sellers collectively are the owners of 1,600,000 restricted
shares of common stock, of Business Outsourcing Services, Inc., a Nevada
corporation (the "COMPANY") in the proportions set out above; and
WHEREAS, the Sellers propose to sell to the Purchaser a total of 317,912
(prior to a 35 for 1 stock split, scheduled to occur on or about June 15, 2011)
restricted shares of common stock (the "PURCHASED SHARES"), on the terms set
forth herein.
In consideration of the premises, representations, warranties and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. PURCHASE AND SALE
1.1 The Sellers hereby agree to sell, assign, transfer and deliver to the
Purchaser, and the Purchaser hereby agrees to purchase from the Sellers, the
Purchased Shares at a purchase price per share of US $0.0125 for an aggregate
purchase price of US $3,973.90 (the "Purchase Price") payable on the Closing
Date (as defined below).
1.2 Closing. The closing ("Closing") of the transactions contemplated hereby
will occur on or before the 3rd day of June, 2011 (the "Closing Date").
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER
2.1 The Sellers jointly and severally warrant, covenant and represent to the
Purchaser with the intention of inducing the Purchaser to enter into this
Agreement that:
(a) the Purchased Shares are validly issued and outstanding as fully paid
and non-assessable in the capital of the Company;
(b) the Purchased Shares represent 14% of the fully diluted share capital
of the Company.
(c) immediately prior to and at the Closing, the Sellers shall be the
legal and beneficial owner of the Purchased Shares and on the Closing
Date, the Sellers shall transfer to the Purchaser the Purchased Shares
free and clear of all liens, restrictions, charges, encumbrances,
debt, options to purchase, covenants or adverse claims of any kind or
character;
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(d) the Sellers have no interest, legal or beneficial, direct or indirect,
in any of the assets or business of the Company other than the shares
of the Company's common stock set forth in first recital above;
(e) the Sellers have the legal power and authority to execute and deliver
this Agreement and all other documents required to be executed and
delivered by the Sellers hereunder and to consummate the transactions
contemplated hereby; and
(f) each Seller is, or has been during the past ninety (90) days, an
officer, director, 10% or greater shareholder or "affiliate" of the
Company, as that term is defined in Rule 144 promulgated under the
United States Securities Act of 1933, as amended (the "Securities
Act");
(g) immediately upon Closing, no Seller shall be indebted to the Company
and the Company shall not be indebted to any of the Sellers;
(h) the financial condition of the Company as at the Closing is accurately
reflected and set forth in the financial statements of the Company
attached to its most recently filed periodic report as required by the
Securities and Exchange Commission amended (the "Financial
Statements");
(i) the Company has good and marketable title to all of its assets, and
such assets are free and clear of any financial encumbrances not
disclosed in the Financial Statements; and
(j) to the best of their knowledge, there are no claims threatened or
against or affecting the Company nor are there any actions, suits,
judgments, proceedings or investigations pending or, threatened
against or affecting the Company, at law or in equity, before or by
any Court, administrative agency or other tribunal or any governmental
authority or any legal basis for same.
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
3.1 The Purchaser represents and warrants to the Seller that the Purchaser:
(a) has the legal power and authority to execute and deliver this
Agreement and to consummate the transactions hereby contemplated;
(b) understands and agrees that under applicable law, offers and sales of
any of the Purchased Shares prior to the expiration of a period of one
year after the filing of form 10 information upon the Company no
longer being a "shell company" (the "Restricted Period") as
contemplated in this Agreement shall only be made in compliance with
the safe harbour provisions set forth in Regulation S, or pursuant to
the registration provisions of the Securities Act or pursuant to an
exemption therefrom, and that all offers and sales after the
Restricted Period shall be made only in compliance with the
registration provisions of the Securities Act or an exemption
therefrom; and
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(c) is acquiring the Purchased Shares as principal for its own account,
for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalisation thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in the
Purchased Shares.
The foregoing representations and warranties are inserted for the exclusive
benefit of the Purchaser and may be waived in all or in part by the Purchaser by
notice in writing to the Sellers.
4. MISCELLANEOUS
4.1 The parties hereto acknowledge that they have obtained independent legal
advice with respect to this Agreement and acknowledge that they fully understand
the provisions of this Agreement.
4.2 Unless otherwise provided, all dollar amounts referred to in this Agreement
are in United States dollars.
4.3 There are no representations, warranties, collateral agreements, or
conditions concerning the subject matter of this Agreement except as herein
specified.
4.4 This Agreement will be governed by and construed in accordance with the laws
of the State of Nevada. The parties hereby irrevocably attorn to the exclusive
jurisdiction of the courts of Nevada with respect to any legal proceedings
arising from this Agreement.
4.5 The representations and warranties of the parties contained in this
Agreement shall survive the closing of the purchase and sale of the Purchased
Shares and shall continue in full force and effect for a period of three years.
4.6 This Agreement may be executed in several counterparts, each of which will
be deemed to be an original and all of which will together constitute one and
the same instrument.
4.7 Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as of
the date set forth on page one of this Agreement.
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Each of the parties hereto has executed this Agreement to be effective as of the
day and year first above written.
BY THE SELLERS:
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxxx Xxxxx
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Xxxxxxxx Xxxxxx Xxxxxx Xxxxx
BY THE PURCHASER:
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
