TRINITY COMPANIES, INC.
STOCK PURCHASE AGREEMENT
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This Stock Purchase Agreement (the "Agreement") is made as of the 1st
day of October, 2002, by and between Trinity Companies, Inc., a Utah
corporation (the "Company") and Xxxx Xxxx. ("Purchaser").
The parties hereby agree as follows:
1. Purchase and Sale of Stock.
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1.1 Sale and Issuance of Stock. Subject to the terms and
conditions of this Agreement, Purchaser agrees to purchase at the Closing
and the Company agrees to sell and issue to Purchaser at the Closing
500,000 shares of Common Stock (the "Stock") for the aggregate purchase
price of $12,500 (equivalent to $0.025 per share) payable at Closing.
1.2 Consideration. The purchase price shall be payable by
Purchaser in the form of the cancellation of the Company's obligation to
pay to Purchaser $12,500 as compensation for services performed by
Purchaser for the Company ("Compensation Obligation").
1.3 Closing; Delivery.
(a) The purchase and sale of the Stock shall take place as
soon as possible on such date as the Company and Purchaser mutually agree
upon, orally or in writing (the "Closing").
(b) At the Closing, the Company shall deliver to Purchaser
a certificate representing the Stock being purchased thereby against the
Purchaser's cancellation of the Compensation Obligation.
2. Representations, Warranties and Covenants of the Company. The
Company hereby represents, warrants and covenants to Purchaser as follows :
2.1 Organization, Good Standing and Qualification. The Company
is a corporation duly organized, validly existing and in good standing
under the laws of the State of Utah and has all requisite corporate power
and authority to carry on its business as now conducted and as proposed to
be conducted.
2.2 Authorization. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for the
authorization, execution and delivery of this Agreement, the performance of
all obligations of the Company hereunder and the authorization, issuance
and delivery of the Stock has been taken or will be taken prior to the
Closing, and this Agreement, when executed and delivered by the Company,
shall constitute a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms.
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2.3 Valid Issuance of Securities. The Stock that is being
issued to Purchaser hereunder, when issued, sold and delivered in
accordance with the terms hereof for the consideration expressed herein,
will be duly and validly issued, fully paid and nonassessable and free of
restrictions on transfer other than restrictions on transfer under
applicable state and federal securities laws.
2.4 Disclosure. The Company has made available to Purchaser its
most recent annual report on Form 10-K (the "Form 10-K") for the year ended
September 30, 2001 and all other reports or documents required to be filed
by The Company pursuant to Section 13(a) or 15(d) of the 1934 Act since the
filing of the Form 10-K through the date hereof and, hereafter, through the
Closing Date.
3. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to the Company that:
3.1 Purchase Entirely for Own Account; Ability to Bear Risk.
This Agreement is made with Purchaser in reliance upon Purchaser's
representation to the Company, which by Purchaser's execution of this
Agreement, Purchaser hereby confirms, that the Stock to be acquired by
Purchaser will be acquired for investment for Purchaser's own account, not
as a nominee or agent, and not with a view to the resale or distribution of
any part thereof, and that Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same.
Purchaser does not presently have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to
such person or to any third person, with respect to any of the Stock.
Purchaser's present financial condition is such that Purchasert is under no
present or contemplated future need to dispose of the Stock or any portion
thereof to satisfy any existing or contemplated undertaking, need, or
indebtedness. Purchaser is capable of bearing the economic risk and the
burden of this venture, including, but not limited to, the possibility of
the complete loss of the purchase amount and the limited transferability of
the Stock, which may make the liquidation of the Stock impossible for the
indefinite future.
3.2 Disclosure of Information. Purchaser has had an opportunity
to discuss the Company's business, management, financial affairs and the
terms and conditions of the offering of the Stock with the Company's
management and has had an opportunity to review the Company's filings
referenced in Section 2.4 hereof. Purchaser confirms that all documents
requested by Purchaser have been made available and that Purchaser has been
supplied with all of the additional information concerning the Stock and
the Company that has been requested.
3.3 Legends. Purchaser understands that the Stock, and any
securities issued in respect thereof or exchange therefor, may bear one or
all of the following legends:
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(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR STATE SECURITIES LAWS,
AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933 AND APPLICABLE STATE LAWS."
(b) Any legend required by the Blue Sky laws of any state
to the extent such laws are applicable to the shares represented by the
certificate so legended.
3.4 Restricted Securities. Purchaser understands that the Stock
has not been registered under the Securities Act, by reason of a specific
exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of Purchaser's representations as expressed herein.
Purchaser understands that the Stock is characterized as "restricted
securities" under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such Stock may be
resold without registration under the Securities Act only in certain
limited circumstances.
3.5 Accredited Investor. Purchaser is an accredited investor as
defined in Rule 501 (a) of Regulation D promulgated under the Act.
3.6 Knowledge and Experience. Purchaser is experienced in
evaluating and making speculative investments, and has the capacity to
protect his interests in connection with the purchase of the Stock.
Purchaser has such knowledge and experience in financial and business
matters in general, and investments in particular, that he is capable of
evaluating the merits and risks of his purchase of the Stock.
3.7 Manner of Sale. Purchaser has had the opportunity to ask
questions of and receive answers from the Company concerning the terms and
conditions of this transaction.
4. Conditions of Purchaser' Obligations at Closing. The obligations
of Purchaser to the Company under this Agreement are subject to the
fulfillment, on or before the Closing, of each of the following conditions,
unless otherwise waived:
4.1 Representations and Warranties. The representations and
warranties of the Company contained in Section 2 shall be true and correct
on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of the
Closing.
4.2 Performance. The Company shall have performed and complied
with all covenants, agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by it on
or before the Closing.
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4.3 Qualifications. All authorizations, approvals or permits, if
any, of any governmental authority or regulatory body of the United States
or of any state that are required in connection with the lawful issuance
and sale of the Stock pursuant to this Agreement shall be obtained and
effective as of the Closing.
5. Conditions of the Company's Obligations at Closing. The
obligations of the Company to Purchaser under this Agreement are subject to
the fulfillment, on or before the Closing, of each of the following
conditions, unless otherwise waived:
5.1 Representations and Warranties. The representations and
warranties of Purchaser contained in Section 3 shall be true and correct on
and as of the Closing with the same effect as though such representations
and warranties had been made on and as of the Closing.
5.2 Performance. All covenants, agreements and conditions
contained in this Agreement to be performed by Purchaser on or prior to the
Closing shall have been performed or complied with in all material
respects.
5.3 Qualifications. All authorizations, approvals or permits,
if any, of any governmental authority or regulatory body of the United
States or of any state that are required in connection with the lawful
issuance and sale of the Stock pursuant to this Agreement shall be obtained
and effective as of the Closing.
6. Miscellaneous.
6.1 Survival of Warranties. Unless otherwise set forth in this
Agreement, the warranties, representations and covenants of the Company and
Purchaser contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing.
6.2 Transfer; Successors and Assigns. The terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
6.3 Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall
be governed, construed and interpreted in accordance with the laws of the
State of Utah, without giving effect to principles of conflicts of law.
6.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
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6.5 Entire Agreement. This Agreement, and the documents
referred to herein constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof, and any and all other
written or oral agreements existing between the parties hereto are
expressly canceled.
[Signature page to follow]
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The parties have executed this Stock Purchase Agreement as of the date
first written above.
COMPANY:
TRINITY COMPANIES, INC.
By:
Name: Xxxx Xxxx
Title: President
Address: 0000 Xxxxxx Xxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxx
PURCHASER:
Name: Xxxx Xxxx
Address: 0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
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