EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
Dated: May 9, 2005.
Between: Nova Communications Ltd.
0000 Xxxxxxxx Xxx, Xxxxx 000
Xxxx, XX 00000-0000 "Nova"
And: Xxxxxx X. Xxxxxx
000 Xxxx Xxxxxx, Xxx, # 000
Xxxx Xxxxxx, XX 00000 "Robins"
RECITALS
Whereas, Nova is the holder of 51% of the issued and outstanding common
stock of AquaXtremes, Inc., a Nevada corporation ( "AquaXtremes") , and desires
to acquire the remaining 49% of the issued and outstanding common stock;
Whereas, Robins the CEO of Nova and is the holder of 49% of the issued
and outstanding common stock of AquaXtremes and is willing to sell, transfer and
assign said common stock to Nova and Nova is willing to acquire said common
stock, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the conditions
and covenants contained hereinafter, the parties agree as follows:
AGREEMENTS
1. SALE OF SHARES. Robins hereby sells, assigns and transfers to Nova
all of his right, title and interest in and to Four Hundred Ninety (490) shares
of the common stock of AquaXtremes ("Aqua Shares"), which represents 49% of the
currently issued and outstanding common stock of AquaXtremes.
2. PURCHASE PRICE FOR SHARES. In consideration of the sale, transfer
and assignment of the Aqua Shares to Nova, Nova shall:
(a) issue to Robins 100,000 shares of Series "B" Preferred
Stock of Nova ("Nova Shares"), which Nova Shares shall have the rights,
preferences and limitations set forth in the Certificate of Designation attached
hereto as Exhibit "A" and incorporated by this reference;
(b) deliver to Robins a Subordinated Convertible
Non-Negotiable Promissory Note ("Note") in the principal amount of $100,000,
which Note shall be in the form attached hereto as Exhibit "B" and incorporated
by this reference.
3. INVESTMENT. Robins (i) understands that the Nova Shares have not
been, and will not be, registered under the Securities Act of 1933, or any
applicable state securities laws, and are being issued in reliance upon federal
and state securities law exemptions for transactions not involving a public
offering, and (ii) is acquiring the Nova Shares solely for his own account for
investment purposes and not with a view to distribution thereof. Robins
acknowledges and agrees that the certificates evidencing the Nova Shares will
include a legend reading substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED WITHOUT
A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER THE ACT AND UNDER ANY APPLICABLE
SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION
THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER."
4. FILING OF REPORTS. Robins agrees to timely file all reports with the
United States Securities and Exchange Commission ("SEC") concerning his
ownership of the Nova Shares, as may be required under the Securities Exchange
Act of 1934. In addition, Robins agrees to cooperate with Nova in the
preparation and filing of all other reports required by the rules and
regulations of the SEC, as a result of the transactions contemplated by this
Agreement.
5. TITLE TO AQUA SHARES. Robins represents and warrants that he has
good and marketable title to the Aqua Shares; that he has full dispositive
powers which respect the Aqua Shares; and that the Aqua Shares are free and
clear of any liens and encumbrances. Robins agrees to execute and deliver to
Nova any and all agreements, documents and instruments necessary to sell,
transfer and assign the Aqua Shares to Nova.
6. PAYMENTS ON TERMINATION OF ROBINS. In the event Robins is terminated
by Nova at any time after the date of this Agreement, Nova shall pay to Robins
an amount equal to ten (10) times Robin's base salary, bonuses and benefits as
of the date of termination. Such sum shall be paid by Nova, at its option, in
full on the date of termination or in two (2) equal annual installments, the
first installment due on the date of termination and the second installment
twelve (12) months thereafter.
7. MISCELLANEOUS
7.1 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 may be expressly
provided in this Agreement.
Stock Purchase Agreement - Page 2
7.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
7.3 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.4 AMENDMENTS AND WAIVERS. This Agreement may be amended and
the observance of any provision may be waived only with the written consent of
the parties.
7.5 ENTIRE AGREEMENT. This Agreement and the other documents
or instruments to be delivered by the parties constitute the full and entire
understanding and agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements with respect to the subject
matter hereof.
7.6 LEGAL COUNSEL. This Agreement was prepared by legal
counsel to the Nova. Robins has been advised to seek the advice and
representation of his own legal counsel in connection with this Agreement and
Robins has elected not to seek such advice and representation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
NOVA COMMUNICATIONS LTD. ROBINS
By:/s/XXXXXX X. HANDLER /s/XXXXXX X. XXXXXX
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Xxxxxx X. Handler, President Xxxxxx X. Xxxxxx
