Stock Purchase Agreement
Exhibit
10.3
THIS
STOCK PURCHASE AGREEMENT
(this
“Agreement”)
is made
effective as of the ____ day of February 2007, by and among Xxxx Xxxxxxxx (the
“Seller”)
and
Xxxxx Xxxxxxx (being herein referred to as “Purchaser”).
PRELIMINARY
STATEMENTS
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A.
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Seller
is an individual owning an aggregate of 10,000,000 shares of Suncross
Exploration Corporation (“Suncross”),
and is willing to sell 5,500,000 shares of common stock of Suncross
(the
“Common
Stock”).
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B.
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Seller
desires to sell the Common Stock to Purchaser, and Purchaser desires
to
purchase the Common Stock from Seller, on the terms, provisions and
conditions set forth herein.
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NOW,
THEREFORE,
in
consideration of the mutual agreements contained herein and for other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and Purchaser do hereby agree as follows:
ARTICLE
I
Purchase
and Sale of the Common Stock
Section
1.01. Purchase
and Sale.
On the
Closing Date (as defined below) and upon the terms and subject to the conditions
set forth herein, the Seller shall deliver 5,500,000 shares of Suncross Common
Stock to the Purchaser free and clear of all liens, and Purchaser shall purchase
the Common Stock from the Seller in accordance with Section 1.02 below.
Section
1.02. Purchase
Price.
The
purchase price (the “Purchase
Price”)
for the
Common Stock shall be $5,500 (or $0.001 per share of Common Stock
sold).
Section
1.03. Time
and Place of Closing.
Subject
to the satisfaction or waiver of the conditions herein, the closing (the
“Closing”)
of the
transactions contemplated by this Agreement shall take place on or before
January 31, 2007 or at
such
time, date or place as Seller and Purchaser may agree (the “Closing
Date”).
Section
1.04. Delivery
of the Common Stock; Payment of Purchase Price.
At
Closing: (a) the Seller shall deliver to the Purchaser the certificate (or
certificates) representing the Common Stock, duly endorsed in blank or
accompanied by stock powers duly endorsed in blank, with all taxes attributable
to the transfer and sale of the Common Stock paid by the Seller; and (b) the
Purchaser shall deliver to the Seller Purchase Price in accordance with Section
1.02.
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ARTICLE
II
Representations
and Warranties of Seller and Suncross
Subject
to all of the terms, conditions and provisions of this Agreement, the Seller
and
Suncross hereby represent and warrant to Purchaser, as of the date hereof and
as
of the Closing, as follows:
Section
2.01. Organization
and Qualification.
Suncross is a Nevada corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada (and/or that Suncross and Seller
have taken or will take action subsequent to the parties entry into this
Agreement to make Suncross in good standing with the State of Nevada). Suncross
has all requisite power and authority, corporate or otherwise, to own, lease
and
operate its assets and properties and to carry on its business as now being
conducted. Suncross does not have any subsidiaries or predecessor
corporations.
Section
2.02. Capitalization
of Suncross; Title to the Common Stock.
There
are 100,000,000 shares of common stock authorized of Suncross, , $0.001 par
value per share, of which approximately 12,525,125 shares of common stock are
issued and outstanding and 20,000,000 shares of preferred stock authorized
of
Suncross, $0.001 par value per share, of which no shares of preferred stock
are
issued and outstanding. All of the outstanding shares of common stock have
been
duly authorized and validly issued, are fully paid and nonassessable and are
free of preemptive rights. The Common Stock transferred by the Seller to
Purchaser will be free and clear of liens. There are no outstanding or
authorized subscriptions, options, warrants, calls, rights or other similar
contracts, including rights of conversion or exchange under any outstanding
debt
or equity security or other contract, to which any of the Common Stock will
be
subject or obligating the Seller and/or Suncross to issue, deliver or sell,
or
cause to be issued, delivered or sold, any other shares of capital stock of
Suncross or any other debt or equity securities convertible into or evidencing
the right to subscribe for any such shares of capital stock or obligating the
Seller and/or Suncross to grant, extend or enter into any such contract. There
are no voting trusts, proxies or other contracts to which Seller and/or Suncross
are a party or are bound with respect to the voting of any shares of capital
stock of Suncross. The Seller has full legal right to sell, assign and transfer
the Common Stock to Purchaser and will, upon payment for the Common Stock and
delivery to Purchaser of a certificate or certificates representing the Common
Stock, transfer good and indefeasible title to the Common Stock to Purchaser,
free and clear of liens.
Section
2.03. Authority.
The
Seller has all requisite power and authority, corporate or otherwise, to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby and thereby. The Seller and Suncross have duly and validly executed
and
delivered this Agreement and will, on or prior to the Closing, execute, such
other documents as may be required hereunder and, assuming the due
authorization, execution and delivery of this Agreement by the parties hereto
and thereto, this Agreement constitutes, the legal, valid and binding obligation
of the Seller and Suncross, as applicable, enforceable against the Seller and
Suncross, as applicable, in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and general
equitable principles.
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Section
2.04. No
Conflict.
The
execution and delivery by the Seller and Suncross of this Agreement and the
consummation of the transactions contemplated hereby and thereby, do not and
will not, by the lapse of time, the giving of notice or otherwise: (a)
constitute a violation of any law; (b) constitute a breach or violation of
any
provision contained in the Articles of Incorporation or Bylaws of Suncross;
(c)
constitute a breach of any provision contained in, or a default under, any
governmental approval, any writ, injunction, order, judgment or decree of any
governmental authority or any contract to which the Seller and/or Suncross
are a
party; or (d) result in or require the creation of any lien upon the Common
Stock.
Section
2.05. Consents
and Approvals.
No
governmental approvals and no notifications, filings or registrations to or
with
any governmental authority or any other person is or will be necessary for
the
valid execution and delivery by the Seller and/or Suncross of this Agreement
or
the consummation of the transactions contemplated hereby or thereby, or the
enforceability hereof or thereof, other than those which have been obtained
or
made and are in full force and effect.
Section
2.06. Litigation.
There
are no claims pending or, to the knowledge of the Seller and Suncross,
threatened against or affecting Suncross or any of its assets and properties
before or by any governmental authority or any other person. The Seller and
Suncross have no knowledge of the basis for any claim, which alone or in the
aggregate: (a) could reasonably be expected to result in any liability with
respect to Suncross; or (b) seeks to restrain or enjoin the execution and
delivery of this Agreement or the consummation of any of the transactions
contemplated hereby or thereby. There are no judgments or outstanding orders,
injunctions, decrees, stipulations or awards against Suncross or any of its
assets and properties.
Section
2.07. Brokers,
Finders and Financial Advisors.
No
broker, finder or financial advisor has acted for Seller in connection with
this
Agreement or the transactions contemplated hereby or thereby, and no broker,
finder or financial advisor is entitled to any broker’s, finder’s or financial
advisor’s fee or other commission in respect thereof based in any way on any
contract with Seller.
Section
2.08. Disclosure.
The
schedules, documents, exhibits, reports, certificates and other written
statements and information furnished by or on behalf of Seller and/or Suncross
to the Purchaser do not contain any material misstatement of fact or, to the
knowledge of Seller and Suncross, omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading. Seller and Suncross have not
withheld any fact known to them which has or is reasonably likely to have a
material adverse effect with respect to Suncross.
Section
2.09. Ownership.
The
Seller represents and warrants that it owns 5,500,000 shares of common stock
of
Suncross that are subject to this Agreement.
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ARTICLE
III
Representations
and Warranties of Purchaser
Subject
to all of the terms, conditions and provisions of this Agreement, Purchaser
hereby represents and warrants to the Seller, as of the date hereof and as
of
the Closing, as follows:
Section
3.01. Authority.
Purchaser has all requisite power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and thereby.
Purchaser has duly and validly executed and delivered this Agreement and,
assuming the due authorization, execution and delivery of this Agreement by
the
other parties hereto and thereto, this Agreement constitutes the legal, valid
and binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and general equitable principles.
Section
3.02. No
Conflict.
The
execution and delivery by Purchaser of this Agreement and the consummation
of
the transactions contemplated hereby and thereby do not and shall not, by the
lapse of time, the giving of notice or otherwise: (a) constitute a violation
of
any law; or (b) constitute a breach of any provision contained in, or a default
under, any governmental approval, any writ, injunction, order, judgment or
decree of any governmental authority or any contract to which Purchaser is
a
party or by which Purchaser is bound or affected.
Section
3.03. Consents
and Approvals.
No
governmental approvals and no notifications, filings or registrations to or
with
any governmental authority or any other person is or will be necessary for
the
valid execution and delivery by Purchaser of this Agreement and the closing
documents to which it is a party, or the consummation of the transactions
contemplated hereby or thereby, or the enforceability hereof or thereof, other
than those which have been obtained or made and are in full force and
effect.
Section
3.04. Litigation.
There
are no claims pending or, to the knowledge of Purchaser, threatened, and
Purchaser has no knowledge of the basis for any claim, which either alone or
in
the aggregate, seeks to restrain or enjoin the execution and delivery of this
Agreement or the consummation of any of the transactions contemplated hereby
or
thereby. There are no judgments or outstanding orders, injunctions, decrees,
stipulations or awards against Purchaser which prohibits or restricts, or could
reasonably be expected to result in any delay of, the consummation of the
transactions contemplated by this Agreement.
Section
3.05. Brokers,
Finders and Financial Advisors.
No
broker, finder or financial advisor has acted for Purchaser in connection with
this Agreement or the transactions contemplated hereby or thereby, and no
broker, finder or financial advisor is entitled to any broker’s, finder’s or
financial advisor’s fee or other commission in respect thereof based in any way
on any contract with Purchaser.
Section
3.06. Restricted
Common Stock.
The
Purchaser understands that Suncross has not registered the Common Stock under
the Securities Act of 1933, as amended (the “Act”) or the applicable securities
laws of any state in reliance on exemptions from registration. The Purchaser
further understands that such exemptions depend upon the Purchaser’s investment
intent at the time the Purchaser acquires the Common Stock, the Purchaser
therefore represents and warrants that the Purchaser is purchasing the Common
Stock for her own account for investment and not with a view to distribution,
assignment, resale or other transfer of the Common Stock. Except as specifically
stated herein, no other person has a direct or indirect beneficial interest
in
the Common Stock. Because the Common Stock shares are not registered, the
Purchaser is aware that she must hold them indefinitely unless they are
registered under the Act and any applicable state securities laws or she must
obtain exemptions from such registration.
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ARTICLE
IV
Covenants
Section
4.01. Further
Assurances.
Seller,
Suncross and Purchaser agree that, from time to time, whether before, at or
after the Closing, each of them will take such other action and to execute,
acknowledge and deliver such contracts, deeds, or other documents (a) as may
be
reasonably requested and necessary or appropriate to carry out the purposes
and
intent of this Agreement; or (b) to effect or evidence the transfer to the
Purchaser of the Common Stock held by or in the name of the Seller.
Section
4.02. Conduct
of Business.
Except
as otherwise contemplated by this Agreement, after the date hereof and prior
to
the Closing or earlier termination of this Agreement, unless Purchaser shall
otherwise agree in writing, Suncross shall
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(a)
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not
take or perform any act or refrain from taking or performing any
act which
would have resulted in a breach of the representations and warranties
set
forth in Article II;
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(b)
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not
enter into any agreement, or extend an existing agreement that
will
survive after the Closing;
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(c)
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not
sell, pledge, lease, license or otherwise transfer any of their
assets or
properties or make any payments or distributions to Suncross or
any of its
affiliates; and
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(d)
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not
make any payments or distributions of assets or properties to Suncross
or
its shareholders.
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Prior
to
the Closing, Suncross shall exercise, consistent with the terms and conditions
of this Agreement, complete control and supervision of its
operations.
Section
4.03. Public
Announcements.
Except
as required by law, without the prior written approval of the other party,
neither Seller, Suncross nor Purchaser will issue, or permit any agent or
affiliate thereof to issue, any press release or otherwise make or permit any
agent or affiliate thereof to make, any public statement or announcement with
respect to this Agreement or the transactions contemplated hereby and
thereby.
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ARTICLE
V
Conditions
Section
5.01. Conditions
to Obligations of each of the Parties.
The
respective obligations of each party to consummate the transactions contemplated
hereby shall be subject to the fulfillment at or prior to the Closing of the
following conditions: (a) no preliminary or permanent injunction or other order,
decree or ruling which prevents the consummation of the transactions
contemplated by this Agreement shall have been issued and remain in effect;
(b)
no claim shall have been asserted, threatened or commenced and no law shall
have
been enacted, promulgated or issued which would reasonably be expected to (i)
prohibit the purchase of, payment for or retention of the Common Stock by
Purchaser or the consummation of the transactions contemplated by this Agreement
or (ii) make the consummation of any such transactions illegal; and (c) all
approvals legally required for the consummation of the transactions contemplated
by this Agreement shall have been obtained and be in full force and effect
at
the Closing.
Section
5.02. Conditions
to Obligations of Seller.
The
obligations of Seller to consummate the transactions contemplated hereby shall
be subject to the fulfillment at or prior to the Closing Date of the following
additional conditions, except as Seller may waive in writing: (a) Purchaser
shall have complied with and performed in all material respects all of the
terms, covenants, agreements and conditions contained in this Agreement which
are required to be complied with and performed on or prior to Closing; and
(b)
the representations and warranties of Purchaser in this Agreement shall have
been true and correct on the date hereof or thereof, as applicable, and such
representations and warranties shall be true and correct on and at the Closing
(except those, if any, expressly stated to be true and correct at an earlier
date), with the same force and effect as though such representations and
warranties had been made on and at the Closing.
Section
5.03. Conditions
to Obligations of Purchaser.
The
obligations of Purchaser to consummate the transactions contemplated hereby
shall be subject to the fulfillment at or prior to Closing of the following
additional conditions, except as Purchaser may waive in writing: (a) the Seller
and Suncross shall have complied with and performed in all material respects
all
of the terms, covenants, agreements and conditions contained in this Agreement
which are required to be complied with and performed on or prior to Closing;
and
(b) the representations and warranties of Seller and Suncross in this Agreement
shall have been true and correct on the date hereof or thereof, as applicable,
and such representations and warranties shall be true and correct on and at
the
Closing (except those, if any, expressly stated to be true and correct at an
earlier date), with the same force and effect as though such representations
and
warranties had been made on and at the Closing.
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ARTICLE
VI
Indemnification
Section
6.01. Indemnification
of Seller.
Subject
to the terms and conditions of this Article VI, Purchaser agrees to indemnify,
defend and hold harmless Seller, from and against any and all claims,
liabilities and losses which may be imposed on, incurred by or asserted against,
arising out of or resulting from, directly or indirectly:
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(a)
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the
inaccuracy of any representation or breach of any warranty of Purchaser
contained in or made pursuant to this Agreement which was not disclosed
to
Seller in writing prior to the Closing; provided
that no such notification shall be deemed to waive or abrogate
any right
of Seller with respect to conditions to Closing in Section
5.02;
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(b)
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the
breach of any covenant or agreement of Purchaser contained in this
Agreement; or
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(c)
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any
claim to fees or costs for alleged services by a broker, agent,
finder or
other person claiming to act in a similar capacity at the request
of
Purchaser in connection with this
Agreement;
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provided,
however,
that
Purchaser shall not be liable for any portion of any claims, liabilities or
losses resulting from a material breach by Seller, of any of its obligations
under this Agreement or from Seller’s gross negligence, fraud or willful
misconduct.
Section
6.02. Indemnification
of Purchaser.
Subject
to the terms and conditions of this Article VI, from and after the Closing,
Seller, agrees to indemnify, defend and hold harmless the Purchaser, its
respective affiliates, its respective present and former directors, officers,
shareholders, employees and agents and its respective heirs, executors,
administrators, successors and assigns (the “Purchaser
Indemnified Persons”),
from
and against any and all claims, liabilities and losses which may be imposed
on,
incurred by or asserted against any Purchaser Indemnified Person, arising out
of
or resulting from, directly or indirectly:
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(a)
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the
inaccuracy of any representation or breach of any warranty of the
Seller
or Suncross contained in or made pursuant to this Agreement which
was not
disclosed to Purchaser in writing prior to the Closing; provided
that no such notification shall be deemed to waive or abrogate
any right
of Purchaser with respect to conditions to Closing in Section
5.03;
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(b)
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the
breach of any covenant or agreement of Seller or Suncross contained
in
this Agreement;
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(c)
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the
conduct of the business of Suncross prior to the Closing;
or
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(d)
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any
claim to fees or costs for alleged services rendered by a broker,
agent,
finder or other person claiming to act in a similar capacity at
the
request of the Seller in connection with this
Agreement;
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provided,
however,
that
Seller and Suncross shall not be liable for any portion of any claims,
liabilities or losses resulting from a material breach by Purchaser of its
obligations under this Agreement or from a Purchaser Indemnified Person’s gross
negligence, fraud or willful misconduct.
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ARTICLE
VII
Miscellaneous
Section
7.01. Notices.
Any and
all notices, requests or other communications hereunder shall be given in
writing and delivered by: (a) regular, overnight or registered or certified
mail
(return receipt requested), with first class postage prepaid; (b) hand delivery;
(c) facsimile transmission; or (d) overnight courier service, to the parties
at
the following addresses or facsimile numbers:
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(i)
if to Seller, to:
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Xxxx
Xxxxxxxx
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____________________
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____________________
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____________________
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(ii)
if to Purchaser, to:
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Xxxxx
Xxxxxxx
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____________________
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____________________
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____________________
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(ii)
Copies to:
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The
Loev Law Firm, PC
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0000
Xxxx Xxxx Xxxxx, Xxxxx 000,
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Xxxxxxxx,
Xxxxx 00000
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Telephone
Number: (000) 000-0000
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Facsimile
Number: (000) 000-0000
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or
at
such other address or number as shall be designated by either of the parties
in
a notice to the other party given in accordance with this Section 7.01. Except
as otherwise provided in this Agreement, all such communications shall be deemed
to have been duly given: (A) in the case of a notice sent by regular or
registered or certified mail, three business days after it is duly deposited
in
the mails; (B) in the case of a notice delivered by hand, when personally
delivered; (C) in the case of a notice sent by facsimile, upon transmission
subject to telephone confirmation of receipt; and (D) in the case of a notice
sent by overnight mail or overnight courier service, the next business day
after
such notice is mailed or delivered to such courier, in each case given or
addressed as aforesaid.
Section
7.02. Benefit
and Burden.
This
Agreement shall inure to the benefit of, and shall be binding upon, the parties
hereto and their successors and permitted assigns.
Section
7.03. No
Third Party Rights.
Nothing
in this Agreement shall be deemed to create any right in any creditor or other
person not a party hereto (other than the Purchaser Indemnified Persons) and
this Agreement shall not be construed in any respect to be a contract in whole
or in part for the benefit of any third party (other than the Purchaser
Indemnified Persons).
Section
7.04. Amendments
and Waiver.
No
amendment, modification, restatement or supplement of this Agreement shall
be
valid unless the same is in writing and signed by the parties hereto. No waiver
of any provision of this Agreement shall be valid unless in writing and signed
by the party against whom that waiver is sought to be enforced.
Section
7.05. Assignments.
Purchaser may assign any of its rights, interests and obligations under this
Agreement and must notify Seller in writing.
Section
7.06. Counterparts.
This
Agreement may be executed in counterparts and by the different parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.
Section
7.07. Captions
and Headings.
The
captions and headings contained in this Agreement are inserted and included
solely for convenience and shall not be considered or given any effect in
construing the provisions hereof if any question of intent should
arise.
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Section
7.08. Construction.
The
parties acknowledge that each of them has had the benefit of legal counsel
of
its own choice and has been afforded an opportunity to review this Agreement
with its legal counsel and that this Agreement shall be construed as if jointly
drafted by the parties hereto.
Section
7.09. Severability.
Should
any clause, sentence, paragraph, subsection, Section or Article of this
Agreement be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder
of
this Agreement, and the parties agree that the part or parts of this Agreement
so held to be invalid, unenforceable or void will be deemed to have been
stricken herefrom by the parties, and the remainder will have the same force
and
effectiveness as if such stricken part or parts had never been included
herein.
Section
7.10. Effect
of Facsimile and Photocopied Signatures.
This
Agreement may be executed in several counterparts, each of which is an original.
It shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts. A copy of this
Agreement signed by one party and faxed to another party shall be deemed to
have
been executed and delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for all
purposes.
Section
7.11. Remedies.
The
parties agree that the covenants and obligations contained in this Agreement
relate to special, unique and extraordinary matters and that a violation of
any
of the terms hereof or thereof would cause irreparable injury in an amount
which
would be impossible to estimate or determine and for which any remedy at law
would be inadequate. As such, the parties agree that if either party fails
or
refuses to fulfill any of its obligations under this Agreement or to make any
payment or deliver any instrument required hereunder or thereunder, then the
other party shall have the remedy of specific performance, which remedy shall
be
cumulative and nonexclusive and shall be in addition to any other rights and
remedies otherwise available under any other contract or at law or in equity
and
to which such party might be entitled.
Section
7.12. Applicable
Law.
THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVIDENCE OF
BRITISH COLUMBIA, CANADA, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
Section
7.13. Submission
to Jurisdiction.
Each of
the parties hereby: (a) irrevocably submits to the non-exclusive personal
jurisdiction of any California court, over any claim arising out of or relating
to this Agreement and irrevocably agrees that all such claims may be heard
and
determined in such British Columbia court; and (b) irrevocably waives, to the
fullest extent permitted by applicable law, any objection it may now or
hereafter have to the laying of venue in any proceeding brought in a California
court.
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Section
7.14. Expenses;
Prevailing Party Costs.
The
Seller, Suncross, and Purchaser shall pay their own expenses incident to this
Agreement and the transactions contemplated hereby and thereby, including all
legal and accounting fees and disbursements, and Seller shall be solely liable
for any and all expenses of the Seller and/or Suncross which are incident to
this Agreement and the transactions contemplated hereby and thereby (other
than
customary general, administrative and overhead expenses incurred in the ordinary
course of business). Notwithstanding anything contained herein or therein to
the
contrary, if any party commences an action against another party to enforce
any
of the terms, covenants, conditions or provisions of this Agreement, or because
of a breach by a party of its obligations under this Agreement, the prevailing
party in any such action shall be entitled to recover its losses, including
reasonable attorneys’ fees, incurred in connection with the prosecution or
defense of such action, from the losing party.
Section
7.15. Entire
Agreement.
This
Agreement sets forth all of the promises, agreements, conditions,
understandings, warranties and representations among the parties with respect
to
the transactions contemplated hereby and thereby, and supersedes all prior
agreements, arrangements and understandings between the parties, whether
written, oral or otherwise.
[Remainder
of page left intentionally blank. Signature page
follows.]
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IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the day and year first above
written.
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“SELLER”
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/s/
Xxxx Xxxxxxxx
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________________________
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Xxxx
Xxxxxxxx
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Number
of shares: 5,500,000
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“PURCHASER”
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/s/
Xxxxx Xxxxxxx
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___________________________
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Xxxxx
Xxxxxxx
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