EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
1. SUBSCRIPTION: The undersigned, AMPANG Investments Ltd., a
Bahamian corporation (the "Subscriber"), in consideration of
past services provided by Subscriber as more particularly
described in Schedule "A" hereby purchases four million
(4,000,000) restricted shares of Common Stock (the "Shares") of
XxxxxXxxxx.xxx, a Nevada corporation (the "Company"). This
agreement is subject to the following terms and conditions:
a. No certificates for Shares shall be transferred to the
undersigned until the entire consideration is received by
the Company.
b. The Shares represented by this certificate must be held for
a period of at least one (1) year.
c. The parties hereto are relying upon Regulation S of the
Securities Act of 1933 (Regs. 901-905).
2. REPRESENTATIONS AND WARRANTIES: The undersigned Subscriber
hereby represents and warrants to the Company:
a. The undersigned Subscriber understands that the Company's
SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN
FILED WITH ANY REGULATORY AGENCY.
b. The undersigned Subscriber is not an underwriter and would
be acquiring the Company's Shares solely for investment for
its own account and not with a view to, or for, resale in
connection with any distribution with in the meaning of the
federal securities act, the state securities acts or any
other applicable state securities acts;
c. The undersigned Subscriber is not being made to a person in
the United States of America and at the time the buy order
was originated, the Subscriber was outside the United
States of America. The undersigned Subscriber is not a
citizen of the United States (a U.S. Person) as that term
is defined in Reg. S of the Securities Act of 1933 and was
not formed by a U. S. person principally for the purpose of
investing in securities not registered under the Securities
Act of 1933.
d. The undersigned Subscriber understands the speculative
nature and risks of investments associated with the
Company, and confirms that the Shares would be suitable and
consistent with its investment program and that its
financial position enable him or her to bear the risks of
this investment;
e. To the extent that any federal, and/or state securities
laws shall require, the Subscriber hereby agrees that any
securities acquired pursuant to this Agreement shall be
without preference as to assets;
f. The certificate for Shares will contain a legend that
transfer is prohibited except in accordance with the
provisions of Regulation S.
g. The Subscriber has had the opportunity to ask questions of
the Company and has received all information from the
Company to the extent that the Company possessed such
information, necessary to evaluate the merits and risks of
any investment in the Company. Further, the Subscriber
acknowledges receipt of: (1) All material books, records
and financial statements of the Company; (2) all material
contracts and documents relating to the proposed
transaction; (3) all filings made with the Securities and
Exchange Commission; and, (4) an opportunity to question
the appropriate executive officers or partners;
h. The Subscriber has satisfied the suitability standards and
securities laws imposed by government of Commonwealth of
the Bahamas;
i. The Subscriber has adequate means of providing for his
current needs and personal contingencies and has no need to
sell the Shares in the foreseeable future (that is at the
time of the investment, Subscriber can afford to hold the
investment for an indefinite period of time);
j. The Subscriber has sufficient knowledge and experience in
financial matters to evaluate the merits and risks of this
investment and further, the Subscriber is capable of
reading and interpreting financial statements and
represents that it is a sohisticated investor as that term
is defined in United States court cases and the rules,
regulations and decisions of the United States Securities
and Exchange Commission.
k. The offer and sale of the Shares referred to herein is
being made outside the United States within the meaning of
Reg. D an is in full compliance with Reg. S;
l. The Subscriber is not a U. S. person within the meaning of
Regulation S and is not acquiring the Shares for the
account or benefit of any U. S. person or is a U. S. Person
who purchased the Shares in a transaction that did not
require registration under the Securities Act of 1933, as
amended; and,
m. The Subscriber agrees to resell such Shares only in
accordance with the provisions of Regulation S, pursuant to
registration under the Securities Act of 1933, as amended,
or pursuant to an available exemption from registration.
3. STATUS OF PURCHASER:
[ ] I am not a member of, or an associate or affiliate of
a member of the National Association of Securities
Dealers.
[ ] I am a member of, or an associate or affiliate of a
member of the National Association of Securities
Dealers. Attached is a copy of an agreement signed by
the principal of the firm with which I am affiliated
agreeing to my participation in this investment.
4. MISCELLANEOUS: This Stock Purchase Agreement shall be binding
upon the parties hereto, their heirs, executors, successors, and
legal representatives. The law of the State of Nevada, United
States of America shall govern the rights of the parties to this
Agreement and the exclusive jurisdiction and venue of any action
brought in connection with this agreement will be the federal
and/or state courts of Nevada.
The undersigned Subscriber hereby declares and affirms that
he/she/they have read the within and foregoing Stock Purchase
Agreement, is familiar with the contents thereof and agrees to abide
by the terms and conditions set forth therein, and knows the
statements therein to be true and correct.
IN WITNESS WHEREOF, the parties have executed this Stock
Purchase Agreement this 30th day of September, 2000 at Nassau
Bahamas.
SUBSCRIBER(S)
AMPANG Investments Ltd.
BY: /s/ Xxxx Xxxxx
Cable Beach Court Units
Nassau, Bahamas
Address
(000) 000-0000
Area Code and Telephone Number
ACCEPTED BY SELLER:
XxxxxXxxxx.xxx
BY: /s/ Xxxxxxx Xxxxxxx
President
SCHEDULE "A"
The services provided by the Subscriber for the benefit of
XxxxxXxxxx.xxx up to and including the 30th day of September, 200
include, but are not limited to, the following services:
(1) consulting services related to the development and ongoing
maintence of the Inernet Trivia Bingo game;
(2) consulting services relating to the development of the TV
Trivia Bingo game show concept;
(3) consulting services relating to the production of the TV
Trivia Bingo game show pilot;
(4) design and invention of TV Trivia Bingo;
(5) marketing and advertising support;
(6) investor relations and related services; and
(7) third party financing.
