Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT made effective the 4th day of June, 2003.
BETWEEN:
ROLLTECH, INC., a Nevada corporation with an office at 00-000xx
Xxx. XX, Xxxxx #0, Xxxxxxxx, Xxxxxxxxxx 00000
(the "Company")
AND:
THOR CAPITAL LLC, a New York limited liability company with an
office at 000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000
(the "Buyer")
AND:
XXXX XXXXX, a businessman with an address at 0000 Xxxxxxxx
Xxxxxx, Xxxx Xxxxxxxxx, XX, X0X0X0, Xxxxxx, and, XXXXXXX XXXXXXXX
a businessman with an address at 00-000xx Xxx. XX, Xxxxx #0,
Xxxxxxxx, Xxxxxxxxxx 00000.
(together the "Sellers")
WHEREAS:
A. The Sellers have agreed to sell to the Buyer, or his nominees, 4,510,000
common shares in the capital stock of Rolltech, Inc., a Nevada corporation,
which represents 76.85% of the total issued and outstanding shares of the
Company which total 5,868,500. The Common Shares are subject to resale
restrictions imposed by Rule 144 of the United States Securities Act of
1933.
B. The parties hereto have reached the following agreement with respect to the
sale by the Sellers of such Common Stock to the Buyer in exchange for the
Buyer making an investment into the Company to be used to pay off
shareholder loans owed to the Sellers.
NOW THEREFORE, for valuable consideration and upon the mutual covenants and
promises contained herein, the parties hereto agree as follows:
1. PURCHASE PRICE AND TERMS OF PAYMENT. THE SELLERS HEREBY AGREE TO SELL TO
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THE BUYER, AND THE BUYER, IN RELIANCE ON THE REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN, AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, WILL PURCHASE 4,510,000 RESTRICTED COMMON SHARES OF ROLLTECH,
INC. (THE "SHARES") FROM THE SELLERS IN CONSIDERATION FOR ONE HUNDRED AND
THIRTY-SEVEN THOUSAND AND FIVE HUNDRED DOLLARS (US$137,500), OF WHICH
$25,500 IS TO BE PAID DIRECTLY TO THE SELLERS, AND $112,000 TO BE PAID INTO
THE COMPANY BY WAY OF PRIVATE PLACEMENT OF DEBT OR EQUITY BY THE BUYER, AND
PAYABLE IN FULL TO THE SELLERS IN U.S. CURRENCY AT THE CLOSING TIME BY THE
COMPANY IN SATISFACTION OF ALL SHAREHOLDER LOANS OWED TO THE SELLERS.
SELLERS FURTHER AGREE THAT THE REMAINING DEBT OWED TO THEM BY THE COMPANY
FOR UNPAID WAGES OF $38,000 PLUS $4,152 OF INTEREST THEREON WILL BE HEREBY
ASSIGNED TO THE BUYERS UPON CLOSING.
2. Irrevocable Agreement. Once executed by the parties, this Agreement will
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be irrevocable. The
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Sellers will have the obligation to sell the Shares to the Buyer and the
Buyer will have the obligation to purchase the Shares from the Sellers
strictly in accordance to this Agreement.
3. Resignation of Board of Directors. At or before the Closing Time, the
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Sellers will cause each person who is a director or officer of the Company
to submit his or her written resignation as director or officer of the
Company, and the appointment of the Buyer's nominee(s) as director(s),
which will be effective immediately.
4. Closing Time and Place. The Closing Time will be at 2:00 p.m. (PST) June
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11, 2003, at the law offices of Xxxxx Xxxxxx in Vancouver, B.C., or such
other time and place as the parties may mutually agree upon.
5. Representations and Warranties. The Sellers represent and warrant to the
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Buyer that:
a) There are no outstanding shares of capital stock of the Company other
than the amount disclosed of being 5,868,500 shares of the common
stock of the Company; and the Sellers at the Closing Time will have
full and valid title to the Shares consisting of 4,510,000 shares of
the common stock of the Company, of which 4,510,000 are to be
delivered to the Buyer by the Sellers hereunder, and there will be no
existing impediment or encumbrance to the sale and transfer of such
Shares to the Buyer; and on delivery to the Buyer of the shares being
sold hereby, all of such Shares will be free and clear of all liens,
encumbrances, charges or assessments of any kind; such Shares will be
legally and validly issued and fully paid and non-assessable shares of
the Company's common stock; and all such common stock has been issued
under duly authorized resolutions of the Board of Directors of the
Company.
b) The Company is a corporation duly organized and validly existing under
the laws of the State of Nevada and has all corporate power necessary
to engage in all transactions in which it has been involved in as well
as any general business transactions in the future that may be desired
by its directors.
c) The Company is in good standing with the Secretary of State of the
State of Nevada.
d) That the Company has no outstanding debt or obligations whatsoever
except for any items which have already been expressly disclosed to
the Buyer by the Sellers.
e) That the Company will have no assets or liabilities at the Closing
Time other than those disclosed in writing to the Buyer by the
Sellers. As at June 3, 2003 the Company's total liabilities amounted
to US$212,551 (two hundred and twelve thousand and five hundred and
fifty one US dollars) of which US$154,152 was owed to the Sellers.
f) That the Company is not subject to any pending or threatened
litigation, claims or lawsuits from any party.
g) The Company is not a party to any contract, lease or agreement which
would subject it to any performance or business obligations in the
future after the closing of this Agreement.
h) The Company does not own any real estate or any interests in real
estate.
i) The Company is not liable for any income, real or personal property
taxes to any
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governmental agencies whatsoever.
j) The Company is not in violation of any provision of laws or
regulations of federal, state or local government authorities and
agencies.
k) There are no pending or threatened proceedings against the Company by
any federal, state or local government, or any department, board,
agency or other body thereof.
l) All issuances of the Company of the shares in their common stock in
past transactions have been legally and validly effected, and all of
such shares in the common stock are fully paid and non-assessable.
m) There are no outstanding subscriptions, options, warrants, convertible
securities or rights or commitments of any nature in regard to the
Company's authorized but unissued common stock, except options to buy
200,000 common shares issued to each of the Sellers (400,000 total),
which the Sellers agree will hereby be automatically cancelled by the
Company upon Closing of this transaction.
n) There are no outstanding judgments of UCC financing instruments or UCC
Securities Interests filed against the Company or any of its
properties.
o) The Company has no subsidiaries other than those expressly disclosed
in the Company's SEC filings.
p) The Company has no employment contracts or agreements with any of its
officers, directors, or with any consultants, employees or other such
parties.
q) The Company has no insurance or employee benefit plans whatsoever.
r) The Company is not in default under any contract, or any other
document.
s) The Company has no outstanding powers or attorney and no obligations
concerning the performance of the Sellers concerning this Agreement.
t) The execution and delivery of this Agreement, and the subsequent
closing thereof, will not result in the breach by the Company or the
Sellers of any agreement or other instrument to which they are or have
been a party, nor will it result in the creation or imposition of any
lien, charge or encumbrance whatsoever against the Company or the
Sellers.
u) The representations and warranties herein by the Sellers will be true
and correct in all material respects on and as of the Closing Time
hereof with the same force and effect as though said representations
and warranties had been made on and as of the Closing Time.
6. Covenants of the Sellers. From the date of this Agreement to Closing
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Time, the Sellers covenant the following:
a) The Sellers will to the best of their ability preserve intact the
current status of the Company and the trading capacity of the Company
as a NASD OTC Bulletin Board listed company (OTCBB: RLTE).
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b) The Sellers will furnish Buyer with whatever corporate records and
documents are available, such as Articles of Incorporation and Bylaws.
c) The Company will not enter into any contract or business transaction,
merger or business combination, or incur any further debts or
obligations without the express written consent of Buyer between the
effective date of this agreement and the Closing Time.
d) The Company will not amend or change its Articles of Incorporation or
Bylaws, or issue any further shares in the common stock of the Company
without the express written consent of Buyer.
e) The Company will not issue any stock options, warrants or other rights
or interests in or to its shares of the common stock without the
express written consent of Buyer.
f) The Sellers will not encumber or mortgage any right or interest in
their shares of the common stock being sold to the Buyer hereunder,
and also they will not transfer any rights to such shares of the
common stock to any third party whatsoever.
g) The Company will not declare any dividend in cash or stock, or any
other benefit.
h) The Company will not institute any bonus, benefit, profit sharing,
stock option, pension retirement plan or similar arrangement.
i) The Sellers will obtain and submit to the Buyer resignations of
current officers and directors.
j) The Sellers agree to buy the Company's wholly owned subsidiary Golden
Caviar, Inc., a Nevada corporation for US$1 (one US dollar) from the
Company.
k) Sellers will execute an assignment of debt for the remaining debt owed
to them by the Company (in excess of $112,000) of US$42,152 in the
form attached as Schedule A and deliver along with other documents at
Closing Time.
7. Access to Records. Between the date of this Agreement and the Closing
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Time, the Sellers will afford any representative of the Buyer free and full
access to all premises, properties, books, accounts and other records of
the Company in order to provide Buyer full opportunity make whatever
investigations of the Company as the Buyer will desire. If any such
investigation or inquiry gives the Buyer reason to believe that Sellers may
have breached any term or condition of this Agreement, the Buyer will so
advise the Sellers in writing and this agreement will be terminated at the
option of the Buyer.
8. Expenses. Each party hereto will pay such party's personal expenses and
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legal fees in connection with this transaction.
9. Revisions. The parties hereto by mutual agreement in writing may extend
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the time for the performance of any term or condition of this Agreement,
extend the Closing Time of this Agreement, waive any inaccuracies in any
representations contained herein, and waive the future performance of any
obligation hereunder.
10. Binding Effect. This Agreement will be binding upon and enure to the
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benefit of the respective
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parties hereto and any successors, heirs and assigns, provided that no
rights hereunder may be assigned by any party hereto without the express
written consent of the other parties.
11. Entire Agreement. This Agreement contains the entire agreement between
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the Sellers and the Buyer regarding this transaction, and supersedes all
prior oral and written understandings and transactions related thereto.
12. Governing Law. This Agreement will be governed by the laws of the State
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of Nevada, excluding the laws of conflicts therein.
13. Counterparts. This agreement may be signed in counterparts and
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transmitted by facsimile, each part of which will be deemed to be an
original, and together constitute but one whole document.
14. Time. Time is of the essence of this agreement.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
COMPANY SELLERS
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxx Xxxxx
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Per: President XXXX XXXXX
BUYER SELLERS
/s/ Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxxx
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Per: XXXXX XXXXXX XXXXXXX XXXXXXXX
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SCHEDULE A
DEBT ASSIGNMENT
The undersigned hereby assign US$42,152 of debt owed to them by Rolltech, Inc.,
a Nevada corporation, to Thor Capital, LLC.
Dated: June 4, 2003
/s/ Xxxx Xxxxx /s/ Xxxxxxx Xxxxxxxx
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XXXX XXXXX XXXXXXX XXXXXXXX
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