STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT
(this
"Agreement") is made effective the 16th
day of
June, 2005 by and between Jupiter Global Holdings Corp. ("Seller") and Global
Bancorp, Inc. ("Buyer").
RECITIALS
WHEREAS,
Buyer
desires to purchase from Seller 9,200 shares of Voxbox Telecom, Inc., a Nevada
corporation, common stock (“the Shares”), no par value and a liability of
$420,000 USD the Seller owes to Voxbox Telecom, Inc. .(the "Liability") (see
Schedule A for the details of Shares); and
WHEREAS,
Seller
desires to sell the shares, in a private transaction with Buyer not involving
a
public offering as that term is used in Section
4(2)
of the
Securities Act of 1933, as amended, (the "Securities Act").
AGREEMENT
IN
CONSIDERATION
of the
mutual promises contained herein, the benefits to be derived by each party
hereunder and other good and valuable consideration, the sufficiency of which
is
hereby expressly acknowledged, and the above provisions being incorporated
herein, Buyer and Seller agree as follows:
Article
1. Sale
Of Stock.
| a) |
Buyer
agrees to purchase the Shares and Liability from Seller who agrees
to sell
the Shares and Liability for lawful consideration of the following
(the
"Purchase Price").;
|
| i. |
five
million (5,000,000) common shares of the Buyer @ $0.01/share (USD
fifty
thousand dollars - $50,000) and;
|
| ii. |
the
right to purchase up to 50,000,000 common shares of the Buyer @
$0.01/share for a period of three (3) years from the date above written.
|
| iii. |
the
right to purchase additional common shares of the Buyer to increase
the
Seller’s fully diluted equity position to up to 50% of the issued and
outstanding shares of the Buyer (for a period of three (3) years
from the
date above written. The price/share of the common shares referred
to in
this Section will be calculated as per the following; a discount
of 25% to
the average of the closing BID price of the five trading days immediately
prior to the day the Seller executes its subscription agreement to
purchase additional common shares.
|
Section
2. Delivery
Of The Shares.
Upon
execution of this Agreement, the Shares as per Schedule A, shall be transferred
to the Buyer and good and lawful consideration as per Article 1 from the Buyer
shall be transferred to the Seller.
Section
3. Effective
Date And Closing.
The
closing shall be upon such date as the parties have satisfied their respective
obligations and covenants contained herein ("Closing Date"). In the event the
closing has not occurred by the Closing Date this Agreement and all obligations
thereunder shall terminate.
Section
4. Representations
and Warranties Of Seller.
Seller
hereby represents and warrants to Buyer that:
A. Authority.
This
Agreement has been duly executed by Seller. The execution and performance of
this Agreement will not violate or result in a breach of, or constitute a
default in any agreement, instrument, judgment, order or decree to which Seller
is a party or to which Seller is subject.
B. Litigation.
The
Common Stock is not subject to any claims or causes of action, and Seller in
not
a defendant, nor a plaintiff against whom a counterclaim has been asserted
or
reduced to judgment in any litigation. There are no proceedings threatened
or
pending before any federal, state, or municipal governments, or any department,
board, body or agency thereof, involving the Common Stock as of the date
hereof.
C. Compliance.
Seller
will transfer the Common Stock in compliance with applicable laws concerning
form, content and manner of preparation and execution.
D. No
Encumbrances.
Seller
will deliver the Common Stock free and clear of any security interests, liens,
restrictions, or encumbrances and Seller warrants that it has the full right
and
power to assign its interest in such shares and enter into and carry out this
Agreement subject to satisfaction of Rule 144 of the Securities Act and any
other similar rules, laws or regulations affecting the transferability of
securities.
Section
4. Representations
And Warranties Of Buyer.
Buyer
hereby represents and warrants to Seller that:
A. Authority.
This
Agreement has been duly executed by Buyer and the execution and performance
of
this Agreement and all action necessary to authorize the signing of this
Agreement have been taken. This Agreement will not violate or result in a breach
of, or constitute a default in any agreement, instrument, judgment, order or
decree to which Buyer is a party or to which Buyer is subject.
B. Security
Compliance.
i. The
Shares are being acquired in a private transaction and Buyer will not sell,
transfer or otherwise dispose of the Shares except in compliance with the
Securities Act and any applicable state securities laws, and the Shares are
being transferred in reliance on exemptions, including but not limited to
Section
4(2)
of the
Securities Act.
ii Buyer
acknowledges that Buyer has been furnished with disclosure documents which
Buyer
feels are necessary to make an economic decision to acquire the
Shares.
iii Buyer
further acknowledges that Buyer has had an opportunity to ask questions of
and
receive answers from duly designated representatives of the Corporation
concerning its financial status and the Shares.
iv By
reason
of Buyer's knowledge and experience in financial and business matters in
general, and investments in particular, Buyer is capable of evaluating the
merits and bearing the economic risks of an investment in the Shares and fully
understands the speculative nature of the Shares and the possibility of such
loss.
v. The
present financial condition of Buyer is such that it is under no present or
contemplated future need to dispose of any portion of the Shares to satisfy
an
existing or contemplated undertaking, need or indebtedness.
Section
5. GENERAL
PROVISIONS.
A. Entire
Agreement.
This
Agreement sets forth the entire understanding between the parties hereto and
no
other prior written or oral statement or agreement shall be recognized or
enforced.
B. Severability.
If a
court of competent jurisdiction determines that any clause or provision of
this
Agreement is invalid, illegal or unenforceable, the other clauses and provisions
of the Agreement shall remain in full force and effect and the clauses and
provision which are determined to be void, illegal or unenforceable shall be
limited so that they shall remain in effect to the extent permissible by
law.
C Assignment.
Neither
party may assign this Agreement without the express written consent of the
other
party, however, any such Assignment shall be binding on and inure to the benefit
of such successor, or, in the event of death or incapacity, on their heirs,
executors, administrators and successors of any party.
D Applicable
Law.
This
Agreement shall be construed and enforced in accordance with the laws of the
State of Nevada.
E. Venue.
A claim
or other dispute among the parties whether or not arising from any transaction
contemplated (whether or not specifically referred to) by this Agreement shall
not be made the subject of litigation until submitted for binding arbitration
in
the nearest available location as indicated above, or otherwise pursuant to
the
applicable arbitration law. The parties agree to the exclusive personal and
subject matter jurisdiction, and venue of the federal and local courts of Xxxxx
County, State of Nevada with respect to all such disputes to the extent legally
permissible. These arrangements are being made because of the parties mutual
desire to remove uncertainty as to such matters and the location therein of
one
or more of the parties and their property.
F. Attorney's
Fees.
If any
legal action or other proceeding (non exclusively including arbitration) is
brought for the enforcement of or to declare any right or obligation under
this
Agreement or as a result of a breach, default or misrepresentation in connection
with any of the provisions of this Agreement, or otherwise because of a dispute
among the parties hereto, any successful or prevailing party will be entitled
to
recover reasonable attorney's fees (including for appeals and collection) and
other expenses
incurred in such action or proceeding, in addition to any other relief to which
such party may be entitled.
G. Counterparts.
It is
understood and agreed that this Agreement may be executed in any number of
identical counterparts, each of which may be deemed an original for all
purposes.
H. Facsimile
Counterparts.
If a
party signs this Agreement and transmits an electronic facsimile of the
signature page to the other party, the party who receives the facsimile
transmission may rely upon the electronic facsimile as a signed original of
this
Agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed this 16th
day of
June, 2005.
|
SELLER:
|
BUYER:
|
|
GLOBAL
BANCORP, INC.
|
|
|
______________________________
|
______________________________
|
|
Xxx
Xxxxxxx, President
|
Romeo
(Ray) Prescott, President
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SCHEDULE
A
LIST
OF SHARE CERTIFICATES
