Exhibit 10.2
Common stock purchase agreement by and between Conscious Intention, Inc. and
Xxxxx Xxxxx.
CONSCIOUS INTENTION, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
the date indicated on the signature page attached hereto by and between
Conscious Intention, Inc., a Nevada Corporation (the "Company"), and Xxxxx
Xxxxx, ("Purchaser").
In consideration of the mutual covenants and representations herein set
forth, the Company and the Purchaser agree as follows:
1. Sale of Stock. The Company hereby agrees to sell to Purchaser and
Purchaser hereby agrees to purchase an aggregate of the number of shares listed
on the signature page attached hereto of the Company's Common Stock (the
"Shares"), at a purchase price of $0.001 per share (the "Purchase Price"), or an
Aggregate Purchase Price as listed below on the signature page attached hereto.
2. Payment of Purchase Price. The Purchase Price for the Shares
shall be paid to the Company by any combination of the following:
(i) in immediately available funds upon the execution of this Agreement or
(ii) the cancellation of indebtedness owed by the Company to the Purchaser,
such cancellation being hereby acknowledged by receipt of the Shares and as
identified in Exhibit A hereto.
3. Definitions.
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(a) "Shares" refers to the purchased Shares and all shares
received in respect thereof as a consequence of stock dividends, stock splits,
reverse stock splits, recapitalizations, mergers, reorganizations or the like,
and all new, substituted or additional securities or other properties to which
Purchaser is or may be entitled by reason of Purchaser's ownership of the
Shares.
4. Legends. The share certificate evidencing the Shares
issued hereunder shall be endorsed with the following restrictive legends
(in addition to any legend required under applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO IT SAYING THAT SUCH SALE OR TRANSFER
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
SAID ACT.
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THE SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN
THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS AVAILABLE UPON THE
REQUEST OF THE REGISTERED HOLDER HEREOF TO THE SECRETARY OF THE
COMPANY.
5. Adjustments for Stock Splits, etc. All references to the number of
Shares and the purchase price of the Shares in this Agreement shall be
appropriately adjusted to reflect any stock dividend, stock split,
recapitalization, merger, reorganization or other change in the Shares which may
be made by the Company after the date of this Agreement.
6. Intentionally Omitted.
7. Purchaser's Representations. In connection with the
Purchaser's purchase of the Shares, the Purchaser hereby represents and
warrants to the Company as follows:
(a) Investment Intent; Capacity to Protect Interests. The
Purchaser is purchasing the Shares solely for his own account for investment and
not with a view to or for sale in connection with any distribution of the Shares
or any portion thereof and not with any present intention of selling, offering
to sell or otherwise disposing of or distributing the Shares or any portion
thereof in any transaction other than a transaction exempt from registration
under the Securities Act of 1933, as amended (the "Act"). The Purchaser also
represents that the entire legal and beneficial interest of the Shares is being
purchased, and will be held, for the Purchaser's account only, and neither in
whole or in part for any other person. Purchaser has a pre-existing business
relationship with the Company and has the capacity to evaluate the merits and
risks of an investment in the Company and to protect Purchaser's own interests
in connection with this transaction.
(b) Economic Risk. The Purchaser realizes that the purchase of
the Shares will be a highly speculative investment and involves a high degree of
risk, and the Purchaser is able, without impairing financial condition, to hold
the Shares for an indefinite period of time and to suffer a complete loss on the
Purchaser's investment.
(c) Restricted Securities. The Purchaser understands and
acknowledges that:
(i) the sale of the Shares has not been
registered under the Act, and the Shares must be held indefinitely unless
subsequently registered under the Act or an exemption from such registration is
available and the Company is under no obligation to register the Shares;
(ii) the share certificate representing the
Shares will be stamped with the legend specified in Section 4 hereof; and
(iii) the Company will make a notation in its
records of the aforementioned restrictions on transfer and legend.
8. Intentionally Omitted.
9. Intentionally Omitted.
10. General Provisions.
(a) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada as they apply to
contracts entered into and wholly to be performed within such state.
(b) This Agreement represents the entire agreement between the
parties with respect to the purchase of the Shares by the Purchaser.
(c) Any notice, demand or request required or permitted to be
given by either the Company or Purchaser pursuant to the terms of this Agreement
shall be in writing and shall be deemed given when delivered, if delivered
personally; three business days after the business day of deposit in the U.S.
mail, by registered or certified mail with postage prepaid; one business day
after the business day of facsimile transmission, if a confirmation copy is sent
by first class mail with postage prepaid; or, one business day after the
business day of deposit with Federal Express or similar overnight carrier,
freight prepaid; in any such case addressed to any party at such party's address
as set forth at the end of this Agreement or such other address as the party may
designate by notifying the other in writing.
(d) The rights and benefits of the Company under this
Agreement shall be transferable to any one or more persons or entities, and all
covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by the Company's successors and assigns. The rights and obligations
of Purchaser under this Agreement may only be assigned with the prior written
consent of the Company.
(e) Either party's failure to enforce any provision or
provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, nor prevent that party from thereafter
enforcing each and every other provision of this Agreement. The rights granted
both parties herein are cumulative and shall not constitute a waiver of either
party's right to assert all other legal remedies available to it under the
circumstances.
(f) Purchaser agrees upon request to execute any further
documents or instruments necessary or desirable to carry out the purposes or
intent of this Agreement.
By Purchaser's signature below, Purchaser represents that Purchaser
hereby accepts this Agreement subject to all of the terms and provisions
thereof. Purchaser has reviewed this Agreement in its entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of this Agreement.
COMPANY:
CONSCIOUS INTENTION, INC.
By: /s/ Xxxxx Xxxxx
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Title: CEO
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PURCHASER:
XXXXX XXXXX
By: /s/ Xxxxx Xxxxx
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Title: Individual
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Date: 10/12/01
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Number of Shares: 3,622,000
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Aggregate Purchase Price: $3,622.00
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