Exhibit 10.4
Page 1 of 3
STOCK PURCHASE AGREEMENT
AND INVESTMENT REPRESENTATION LETTER
Board of Directors of
Tamboril Cigar Company
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Gentlemen,
This Stock Purchase Agreement and Investment Representation Letter
embodies all of the terms of a proposed transaction whereby Xxxx X. Xxxxxxxx and
Xxxxx X. Xxxxxx, (the "Sellers") individuals who both directors and principal
stockholders of Tamboril Cigar Company, a Delaware corporation ("Tamboril"),
will sell 20,000,000 shares of the Common Stock of Tamboril to C and T Co.
Incorporated, of Vaughan, Ontario Canada (the "Purchaser") for an aggregate
purchase price of $200,000. The Purchaser acknowledges that the shares of Common
Stock to be purchased under the terms of this agreement are restricted
securities that are beneficially owned by the Sellers and that none of the
consideration to be paid in connection with the transactions contemplated hereby
will be paid to any person other than the Sellers.
For value received, the Sellers agree to sell 20,000,000 shares of the
fully paid and nonassessable Common Stock of Tamboril to the Purchaser for a
total purchase price of $200,000. The foregoing sale shall be completed upon the
execution of this Agreement and the payment of the sum of $200,000 to the Seller
by cash, bank wire transfer or other form of payment acceptable to the Seller.
As an inducement to Tamboril, the Purchaser hereby makes the following
express representations and warranties which may be relied upon by Tamboril, its
officers, directors and assigns.
(1) The Purchaser understands and acknowledges that the shares of common stock
held by the Sellers are restricted securities, which may not be sold,
transferred, hypothecated or otherwise disposed of without the consent of
Tamboril.
(2) With respect to offering materials, the Purchaser hereby represents and
warrants that it:
(a) has been given the opportunity to ask questions of and receive answers
from the officers and directors of the Tamboril with respect to the
Common Stock, the business of the Company and any other matters that it
considered material to its investment decision and all such questions
have been answered to its full satisfaction;
(b) has been given the opportunity to review all of the files and business
records of Tamboril including the articles of incorporation, by-laws,
documents defining the rights of security holders, material contracts,
and financial statements;
(c) is purchasing the Common Stock without being furnished any offering
literature or prospectus and has not relied on any information or
representation other than those set forth in the documents as have been
provided by the officers and directors of Tamboril pursuant to a
specific question or request for additional information; and
(e) has not been presented with or solicited by any leaflet, public
promotional meeting, circular, newspaper or magazine article, radio or
television advertisement, or any other form of general advertising.
(3) With respect to his investor suitability, the Purchaser hereby represents
and warrants that it:
(a) is an "Accredited Investor" as that term is defined in Securities and
Exchange Commission Regulation D, promulgated under the Securities Act
of 1933, as amended
(b) is capable of bearing the high degree of economic risk associated with
this investment including, but not limited to, the possibility of
complete loss of its capital;
(c) can protect his own interests in an investment of this nature and does
not have a "Purchaser Representative," as that term is defined in
Regulation D of the Securities Act and does not need such a
Representative.
(4) With respecting to investment liquidity, the Purchaser hereby represents
and warrants that it:
(a) has been advised that the Common Stock has not been registered under
the Securities Act of 1933;
(b) understands that Tamboril will issue stop transfer instructions to its
transfer agent with respect to the Common Stock and intends to place
the following restrictive legend, or a legend similar thereto, on each
certificate representing the Common Stock:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
PURSUANT TO A TRANSACTION EFFECTED IN RELIANCE UPON SECTION 4(2)
OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") AND HAVE
NOT BEEN THE SUBJECT OF A REGISTRATION STATEMENT UNDER THE ACT OR
ANY STATE SECURITIES ACT. THESE SECURITIES MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
APPLICABLE EXEMPTION THEREFROM UNDER THE ACT OR ANY APPLICABLE
STATE SECURITIES ACT."
(5) In the event a dispute between the parties hereto arises out of, in
connection with, or with respect to this Stock Purchase Agreement and Investment
Representation Letter, or any breach thereof, such dispute shall, on the written
request of one party delivered to the other party, be submitted to and settled
by arbitration in Xxxxxxx, Xxxxxxx, Xxxxxx in accordance with the Arbitrations
Act (Ontario) then in effect. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
(6) All notices or other communications which are, or may be, required or
permitted to be given or made hereunder shall be in writing and shall be
delivered or mailed by registered or certified mail, return receipt requested,
postage prepaid, to the parties at their respective addresses set forth below.
IN WITNESS WHEREOF, the undersigned have executed this Stock Purchase
Agreement and Investment Representation Letter in the City of Xxxxxxx, Xxxxxxx,
Xxxxxx on this 9th day of January 2004
SELLER PURCHASER
/s/ /s/
Xxxx X. Pete4rsen, Individually and as By Xxxx Xxxxxxxxx, president
attorney-in-fact for Xxxxx X. Xxxxxx
