SECURITIES PURCHASE AGREEMENT
THIS
SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth
below, is entered into by and between Xxxxx Xxxxxxx Racing Stables, Inc., a
Nevada corporation, (the "Company"), and the undersigned (the
"Buyer").
1.
AGREEMENT TO PURCHASE; PURCHASE PRICE.
a.
Upon
the
terms and subject to the conditions of this Agreement, on the Purchase Date
(as
defined below) the Company will issue and sell to Purchaser, and Purchaser
agrees to purchase from the Company, ________ (------) shares of the Company's
Common Stock (the "Shares") at a purchase price of _______ ($_____) per Share,
for a total purchase price of _______________ ($_______). The term "Shares"
refers to the purchased Shares and all securities received in replacement of
or
in connection with the Shares pursuant to stock dividends or splits, all
securities received in replacement of the Shares in a recapitalization, merger,
reorganization, exchange or the like, and all new, substituted or additional
securities or other properties to which Purchaser is entitled by reason of
Purchaser's ownership of the Shares.
b.
Purchase. The purchase and sale of the Shares under this Agreement shall occur
at the principal office of the Company simultaneously with the execution of
this
Agreement by the parties, or on such other date as the Company and Purchaser
shall agree (the "Purchase Date"). On the Purchase Date, the Company will
deliver to Purchaser a certificate representing the Shares to be purchased
by
Purchaser (which shall be issued in Purchaser's name) for cash, services
rendered, intellectual property, or any combination thereof by Purchaser to
the
Company in the amount of ___________ Dollars ($__________).
2.
SECURITIES
LAW COMPLIANCE
RESTRICTED
SECURITIES. The Purchased Shares have not been registered under the 1933 Act
and
are being issued to Purchaser in reliance upon the exemption from such
registration provided by Section 4(2) of the 1933 Act. Purchaser hereby confirms
that Purchaser has been informed that the Purchased Shares are restricted
securities under the 1933 Act and may not be resold or transferred unless the
Purchased Shares are first registered under the Federal securities laws or
unless an exemption from such registration is available. Accordingly, Purchaser
hereby acknowledges that Purchaser is prepared to hold the Purchased Shares
for
an indefinite period and that Purchaser is aware that SEC Rule 144 issued under
the 1933 Act which exempts certain resales of unrestricted securities is not
presently available to exempt the resale of the Purchased Shares from the
registration requirements of the 1933 Act.
3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
Purchaser
hereby represents and warrants that:
(i)
The
Purchased Shares are being acquired for investment purposes only for the
Purchaser's own account, and not as a nominee or agent, and not with a view
to
the resale or distribution of all or any part of the Purchased Shares. Purchaser
is prepared to hold the Purchased Shares for an indefinite period and has no
present intention of selling, granting any participating interest in, or
otherwise distributing any of the Purchased Shares. Purchaser does not have
any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant a participating interest in, any of the Purchased
Shares.
(ii)
Purchaser has a preexisting personal or business relationship with either the
Corporation or certain Board members or officers of the Corporation which is
of
a nature and duration sufficient to make Purchaser aware of the character,
business acumen and general business and financial circumstances of the
Corporation and/or such Board members or officers. In addition, Purchaser has
been furnished with, and has had access to, such information concerning the
Corporation's business, management and financial condition as he or she
considers necessary or appropriate for deciding whether to invest in the
Purchased Shares, and Purchaser has had an opportunity to ask questions and
receive answers from the Corporation regarding the terms and conditions of
the
issuance of the Purchased Shares.
(iii)
Purchaser is able to fend for him or herself in the transactions contemplated
by
this Agreement, can bear the economic risk of investment in the Purchased Shares
and has such knowledge and experience in financial or business matters to be
capable of evaluating the merits and risks of the investment in the Purchased
Shares. Purchaser is fully aware of: (i) the speculative nature of the
investment in the Purchased Shares; (ii) the financial risk involved; (iii)
the
lack of liquidity for the Purchased Shares and (iv) the transfer restrictions
and repurchase rights applicable to the Purchased Shares.
4.
RESTRICTIVE LEGENDS. The stock certificates for the Purchased Shares shall
be
endorsed with one or more of the following restrictive legends and any legend
required to be placed thereon by the applicable blue sky laws of any
state:
"The
shares represented by this certificate have not been registered under the
Securities Act of 1933. The shares may not be sold or offered for sale in the
absence of (a) an effective registration statement for the shares under such
Act, (b) a "no action" letter of the Securities and Exchange Commission with
respect to such sale or offer or (c) satisfactory assurances to the Corporation
that registration under such Act is not required with respect to such sale
or
offer."
5.
MISCELLANEOUS PROVISIONS
A.
GOVERNING LAW. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California without resort to that State's
conflict-of-laws rules.
B.
PURCHASER UNDERTAKING. Purchaser hereby agrees to take whatever additional
action and execute whatever additional documents the Corporation may deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either Purchaser or the Purchased Shares
pursuant to the provisions of this Agreement.
C.
AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the entire contract
between the parties hereto with regard to the subject matter
hereof.
D.
COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
IN
WITNESS WHEREOF, this Agreement has been duly executed by the Buyer or one
of
its officers thereunto duly authorized as of the date set forth
below.
SIGNATURES
IN
WITNESS WHEREOF, the undersigned represents that the foregoing statements are
true and correct and that it has caused this Agreement to be duly executed
on
its behalf this 31st day of July, 2007
By:
Xxxxx
Xxxxxxx Racing Stables, Inc.
---------------------------------------
J.
Xxxx
Xxxxx
President
By:
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