Stock Purchase Agreement
THIS
AGREEMENT is made and entered into this 19th day of July, 2010, by and between
Xxxx X. Xxxxxxxxxx, whose address is 0000 Xxxxxx Xxxx Xxxxxxxxx, XX 00000
(the "Seller"), and Xxxxxx X. Xxxxxxxxxx (the “Buyer”).
WHEREAS,
Buyer desires to purchase the Securities (as hereinafter defined) and the Seller
desires to sell the Securities, upon the terms and subject to the conditions
hereinafter set forth.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in
this Agreement, and in order to consummate the purchase and the sale of the
Shares, it is hereby agreed as follows:
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1.
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Purchase and
Sale. Subject to the terms and conditions hereinafter
set forth, at the closing of the transaction contemplated hereby, Seller
shall sell, convey, transfer, and deliver to Buyer one or more stock
certificates representing 2,702,386 shares (the “Securities”), and Buyer
shall purchase from Seller the Securities in consideration of the purchase
price set forth in this Agreement. Buyer will purchase from Seller
securities for $20,000 Dollars.
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2.
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Representations and
Warranties of Buyer. Buyer hereby warrants and
represents:
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a.
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The
execution and delivery of this Agreement by Buyer and the consummation of
the transactions contemplated hereby by Buyer have been duly authorized.
Neither the execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereby will constitute a violation or
default under any term or provision of any contract, commitment,
indenture, other agreement or restriction of any kind or character to
which any of the individual Buyer is a party or by which any of the
individual Buyer is bound.
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b.
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Buyer
acknowledges that it is aware that the purchase of the Securities involves
a high degree of risk, and further acknowledges that it is acquiring the
Securities after adequate investigation of the business and prospects of
the Company through an examination of all periodic reports and other
filings of the Company made pursuant to and in accordance with the
provisions the Securities Exchange Act of
1934.
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c.
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By
execution of this Agreement, Buyer hereby represents
that:
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i.
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It
is an "Accredited investor" as that term is defined in Rule 501(a) of
Regulation D under the Securities Action of
1933;
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ii.
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It
has knowledge and experience in financial and investment matters, is
familiar with investments of the type represented by the Securities, and
is capable of evaluating the merits and risks associated with purchase of
the Securities;
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iii.
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In
evaluating the merits of the purchase of the Securities, the Buyer has
relied solely on its own investigation concerning the Company and has not
relied upon any representations provided by the Seller or by Company, its
officers, directors. agents, employees, or representatives;
and
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iv.
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Buyer
has adequate worth and means of providing for its current needs and
contingencies, has no need fur liquidity with respect to this investment
and is able to sustain a complete loss of the
investment.
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3.
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Representations and
Warranties of Seller. Seller hereby warrants and
represents:
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a.
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Restrictions
on Shares. (i) The Seller is not a party to any agreement, written or
oral, creating rights in respect to the stock in any third person, (ii)
Seller is the lawful owner of the Shares, free and clear of all security
interests, liens, encumbrances, equities and other
charges.
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4.
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Representations and
Warranties of Seller and Buyer. Seller and Buyer hereby present and
warrant that there has been no act or omission by Seller or Buyer that
would give rise to any valid claim against any of the parties hereto for a
brokerage commission, finder's fee, or other like payment in connection
with the transactions contemplated
hereby.
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5.
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General
Provisions.
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a.
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Entire
Agreement. This Agreement (including the exhibits hereto and any written
amendments hereof executed by the parties) constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and
written, between the patties hereto with respect to the subject matter
hereof.
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b.
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Binding
Effect. This Agreement shall be binding upon, arid inure to the benefit
of, the parties hereto and their respective heirs, representatives,
successors, and assigns.
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c.
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Governing
Law. This Agreement, and all transactions contemplated hereby, shall be
governed by, construed and enforced in accordance with the laws of the
State of New York,
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d.
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Attorneys
Fees. Costs. In the event that litigation results from or arises out of
this Agreement, the Note, the Release and Indemnity Agreement or the
performance thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, and all other expenses, whether
or not taxable by the court as costs, in addition to any other relief to
which the prevailing party may be
entitled.
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e.
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Sections
and Other Heading. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this
Agreement.
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f.
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Counterparts.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which taken together shall
constitute one and the same instrument, notwithstanding the fact that all
parties are not signatory to the same original or counterpart. For
purposes of execution of this Agreement, facsimile signatures shall he
treated as originals.
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IN
WITNESS WHEREOF, the undersigned have hereunto affixed their signatures on the
date first written above.
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Seller:
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Buyer:
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/s/
Xxxx X Xxxxxxxxxx
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/s/
Xxxxxx X Xxxxxxxxxx
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By: Xxxx
X. Xxxxxxxxxx
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By:
Xxxxxx X. Xxxxxxxxxx
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