Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, (the "AGREEMENT") made this 17 th day of
August, 2007, by and among Xxxxx Xxxxxx, an individual, ("Buyer") and, Xxxxxxx
Xxxxxx and other shareholders ("Sellers") owning a majority of the shares of
common stock of Trans-Science Corporation, a California corporation ("TRNC") or
the ("Company").
WITNESSETH:
WHEREAS, Sellers own a majority of the issued and outstanding common stock
(the "Stock") of TRNC and are willing to sell to the Buyer 2,100,000 shares
("Sold Shares") of the stock of the Company; TRNC is structured presently with
100,000,000 authorized common shares, and l00,000,000 authorized preferred
shares, issued common stock of 2,300,000 shares, and no preferred issued.
WHEREAS, Buyer wished to purchase the Sold Shares from Seller;
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS;
1. Agreement to Purchase and Sell. Seller will sell to Buyer and Buyer agrees to
purchase the Sold Shares, for $550,000 (the "Purchase Price"). The Purchase
Price shall be payable as follows: Entire sum to be wired no later than Monday,
August 20, 2007 to the escrow account of Xxxxxxx F, Xxxxx (the "Escrow Agent").
2. Closing And Payment. Subject to the terms and conditions hereof, and in
reliance upon the written representations and warranties of Buyer, Seller will
sell and, subject to the terms and conditions hereof, Buyer will purchase, at a
single closing (the "Closing"), the Stock. The Closing shall be held at the
offices of Escrow Agent or by the exchange of documents and instruments by mail,
courier, telecopy and wire transfer, to the extent mutually acceptable to the
parties hereto, on Tuesday, August 21, 2007 or other such date as may be agreed
upon by the Parties (the "Closing Date"). At the Closing, Seller shall (i)
deliver to the Buyer the stock certificate(s) evidencing the Stock, (ii) deliver
Seller's resignation as a Director of Company; (iii) deliver a Board of
Directors resolution appointing Buyer as a Director of Company; and (iv) to the
extent available to Seller, deliver (v) financial records of Company and (vi)
true and correct copies of all business and corporate records of Company,
including but not limited to correspondence files, bank statements, checkbooks,
minutes of shareholder and directors meetings, financial statements, shareholder
listings, stock transfer records, agreements and contracts.
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3. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer that the statements in the following paragraphs of this
Section 3 are all true and complete as of the date hereof;
a. Authority; Due Authorization. This Agreement has been duly and validly
executed and delivered by Seller, and upon the execution and delivery by Buyer
of this Agreement and the performance by Buyer of Buyer's obligations herein,
will constitute, a legal, valid and blinding obligation of Seller enforceable
against Seller in accordance with its terms, except as such enforcement may be
limited by bankruptcy or insolvency laws or other laws affecting enforcement of
creditors' rights or by general principles of equity.
b. Title to Stock. Seller is the record and beneficial owner of the Stock
and has sole managerial and dispositive authority with respect to the Stock.
Seller has not granted and person a proxy with respect to the Stock that has not
expired or been validly withdrawn. The sale and delivery of the Stock to Buyer
pursuant to this Agreement will vest in Buyer legal and valid title to the
Stock, free and clear of all liens, security interests, adverse claims or other
encumbrances of any character whatsoever ("Encumbrances") (other than
Encumbrances created by Buyer and restrictions on resales of the Stock under
applicable securities laws).
4. Representations and Warranties of Buyer. Buyer hereby represents and warrants
to Seller that the statements in the following paragraphs of this Section 4 are
all true and complete as of the date hereof:
a. Exempt Transaction. Buyer understands that the offering and sale of the
Stock is intended to be exempt from registration under Securities Act of 1933,
as amended (the "Act") and exempt from registration or qualification under and
state law.
b. Buyer represents that he has full power and authority to enter into
this Agreement. This Agreement has been duly and validly executed and delivered
by Buyer, and upon the execution and delivery by Seller of this Agreement and
the performance by Seller of its obligations herein, will constitute, a legal,
valid and binding obligation of Buyer enforceable against Buyer in accordance
with its terms, except as such enforcement may be limited by bankruptcy or
insolvency laws or other laws affecting enforcement of creditors' right or by
general principles of equity.
c. The Stock to be purchased by Buyer hereunder will acquired for
investment for Buyer's own account, not as a nominee or agent, and not with a
view to the public resale or distribution thereof, and Buyer has no present
intention of selling, granting and participation in, or otherwise distributing
the same.
d. Information Concerning the Company. Buyer has conducted his own due
diligence with respect to the Company and its liabilities and believes he has
enough information upon which to base an investment decision in the Stock. Buyer
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acknowledges that Seller has made no representations with respect to the Company
or its status, it is being taken "as is" and Seller is not making and
representation as to the existence or non-existence of liabilities in the
Company.
e. Investment Experience. The Buyer understands that the purchase of the
Stock involves substantial risk. The Buyer (a) has experience as a purchaser in
securities of companies in the development stage and acknowledges that he can
bear the economic risk of Buyer's investment in the Stock and (b) has such
knowledge and experience in financial, tax, and business matters so as to enable
Buyer to evaluate the merits and risks of an investment in the Stock, to protest
Buyer's own interests in connection with the investment, and to make an informed
investment decision with respect thereto.
f. No Oral Representations. No oral or written representations have been
made other than as stated, or in addition to those stated, in this Agreement,
and Buyer is not relying on and oral statements made by Seller, or any of
Seller's representatives of affiliates, in purchasing the Stock.
g. Restricted Securities. Buyer understands that the Stock is
characterized as "restricted securities" under the Act inasmuch as they were
acquired from the Company in a transaction not involving a public offering under
the Act, and applicable regulations thereunder.
h. Opinion Necessary. Buyer acknowledges that if any transfer of the Stock
is proposed to be made in reliance upon an exemption under the Act, the Company
may require an opinion of counsel satisfactory to the Company that such transfer
may be made pursuant to an applicable exemption under the Act. Buyer
acknowledges that a restrictive legend appears on the Stock and must remain on
the Stock until such time as it may be removed under the Act.
5. Buyer's Covenant. Buyer hereby covenants and agrees he will use his best
efforts to, as a Director, cause COMPANY to operate a profitable business which
is likely to benefit all COMPANY shareholders.
6. Indemnification
a. In consideration of this Agreement and the consideration to Buyer
herein, Buyer covenants and agrees, for himself and for his agents, employees,
legal representatives, heirs, executors or assigns (the "Buyer Covenantors"), to
refrain from making, directly or indirectly, and claim or demand, or to
commence, facilitate commencement or cause to be prosecuted and action in law or
equity against Seller or, as applicable, its members, employee, directors,
agents, officers, directors, subsidiaries, successors, affiliates and assigns
(collectively the "Seller Covenantees"), on account of and damages, real or
imagined, known or unknown, which Buyer Covenantors ever had, has or which may
hereafter arise.
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b. Covenant to a Defense to Any Action. This Covenant shall be a complete
defense to any action or proceeding that may be brought or instituted by Buyer
Covenantors against the Seller Covenantees, and shall forever be a complete bar
to the commencement or prosecution of any action or proceeding whatsoever
against the seller Covenantees.
c. The Buyer Covenantors agree and covenant not to participate in, assist,
encourage, or become involved in, directly or indirectly, and claims, causes of
action or cases in the future against and Seller Covenantees.
d. Buyer agrees to indemnify Seller.
7. Termination. Buyer or Seller may not, except for a material breach or failure
of a condition or requirement, on or before the Closing Date, terminate this
Agreement.
8. 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, except that Buyer may not assign or transfer and of its
rights or obligations under this Agreement.
9. Governing Law; Jurisdiction. Any dispute, disagreement, conflict of
interpretation or claim arising out of or relating to this Agreement, or its
enforcement, shall be governed by the laws of the State of California.
10. 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 agreement. A telefaxed copy of this Agreement shall
be deemed an original.
11. Headings. The headings and captions used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement. All references in this Agreement to sections, paragraphs, exhibits
and schedules shall, unless otherwise provided, refer to sections and paragraphs
hereof and exhibits and schedules attached hereto, all of which exhibits and
schedules are incorporated herein by this reference.
12. Costs, Expenses. Each party hereto shall bear its own costs in connection
with the preparation, execution and delivery of this Agreement.
13. Amendments and waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of Seller and the Buyer. No delay or omission to exercise and
eight, power, or remedy accruing to Buyer, upon any breach, default or
noncompliance of Seller under this Agreement shall impair any such right, power,
or remedy, nor shall it be construed to be a waiver of any such breach, default
or noncompliance, or and acquiescence therein, or of any similar breach, default
or noncompliance thereafter occurring. All remedies, either under this
Agreement, by law, or otherwise afforded to Purchaser, shall be cumulative and
not alternative.
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14. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision(s) shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision(s) were so excluded and shall be enforceable in accordance with its
terms.
15. Entire Agreement. This Agreement, together with all exhibits and schedules
hereto, constitutes that entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or obligations
between the parties with respect to the subject matter hereof.
16. Further Assurances. From and after the date of this Agreement, upon the
request of the Buyer or Seller, Buyer and Seller shall execute and deliver such
instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
FOR SELLER FOR BUYER
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