AGREEMENT FOR THE PURCHASE OF COMMON STOCK
Exhibit
10.10 Stock
Purchase Agreement dated as of September 30, 2006 by and among Claire Coast
Corporation, Xxxxx X. Xxxxxxx, Xxxxxxxxx Xxxxx and Xxxxx X.
Xxxxxxxx.
AGREEMENT
FOR THE PURCHASE OF COMMON STOCK
AGREEMENT,
made this 30th
day of
September, 2006, by and between Xxxxxxxxx Xxxxx (“Xxxxx”), Xxxxx X. Xxxxxxx
(“Xxxxxxx”) individually (collectively “the Shareholders”), Claire Coast, Inc.
(“Claire Coast”) a Colorado Corporation, and Xxxxx X. Xxxxxxxx, O.D., P.A.
residing at 0000 Xxxxxx Xxxx, X-00, Xxxx Xxxxx, Xxxxxxx 00000 (“the Purchaser”),
is for the purpose of setting forth the terms and conditions upon which the
Shareholders will sell to the Purchaser 750,000 shares of Claire Coast’s common
stock.
NOW,
THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS
FOLLOWS:
ARTICLE
I
SALE
OF
SECURITIES
Subject
to the terms and conditions of this Agreement, the Shareholders agree to sell,
and Purchaser agrees to purchase at the Closing, 750,000 shares (the “Shares”)
of the common stock of Claire Coast for $100,000.
The
Shareholders will deliver, in total, 750,000 shares of Claire Coast no par
value
common stock in exchange for $100,000, to be paid as follows: (a) Purchasers
have wire transferred $50,000 to the escrow agent Xxxxxx Xxxxxxxxxx Lesser
&
Xxxxx LLP, pursuant to the annexed wire instructions; and (b) ninety days later
an additional wire transfer of $50,000 to the escrow agent Xxxxxx Xxxxxxxxxx
Lesser & Xxxxx LLP.
Upon
execution of this Agreement the Shareholders will overnight Corporate Records
and Closing Documents to Purchaser.
The
Purchaser shall designate to the Shareholders the denominations of the
certificates requested as set forth on the signature page contained herein.
Closing is considered to be at the time that delivery of the items set forth
in
Section IV below occurs.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
The
Shareholders and Claire Coast, jointly and severally, represent and warrant
to
Purchasers the following:
2.01
Organization.
Claire
Coast is a corporation duly organized, validly existing, and in good standing
under the laws of Colorado, has all necessary corporate powers to own properties
and carry on a business, and is duly qualified to do business and is in good
standing in Colorado. All actions taken by the Incorporators, Directors and/or
shareholders of Claire Coast have been valid and in accordance with the laws
of
the State of Colorado.
2.02
Capital.
The
authorized capital stock of Claire Coast consists of 20,000,000 shares of common
stock, no par value, of which 1,050,000 shares are issued and outstanding.
All
outstanding shares are fully paid and non assessable, free of liens,
encumbrances, options, restrictions and legal or equitable rights of others
not
a party to this Agreement. At closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating Claire Coast to issue or to transfer from
treasury any additional shares of its capital stock. None of the outstanding
shares of Claire Coast are subject to any stock restriction agreements. There
are approximately 25 shareholders of Claire Coast. All of such shareholders
have
valid title to such shares and acquired their shares in a lawful transaction
and
In accordance with Colorado corporate law.
2.03
Financial
Statements.
Audited
financial statements will be provided at the closing and will include the
balance sheets of Claire Coast as of September 30,2005 and the related
statements of income and retained earnings for the period then ended. The
financial statements have been prepared in accordance with generally accepted
accounting principles consistently followed by Claire Coast throughout the
periods indicated, and fairly present the financial position of Claire Coast
as
of the date of the balance sheet included in the financial statements, and
the
results of its operations for the periods indicated.
2.04
Absence
of Changes.
Since
September 30, 2005, there has not been any change In the financial condition
or
operations of Claire Coast, except changes in the ordinary course of business,
which changes have not in the aggregate been materially adverse and will be
fully disclosed.
2.05
Liabilities.
Claire
Coast did not as of September 30, 2005 and at the signing of this Agreement,
have any debt, liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become due, that
is
not reflected in Claire Coast’s balance sheet as of September 30,2005. The
Shareholders are not aware of any pending, threatened or asserted claims,
lawsuits or contingencies involving Claire Coast, its directors, officers or
its
common stock. There is no dispute of any kind between Claire Coast and any
third
party, and no such dispute will exist at the closing of this Agreement. At
closing, Claire Coast will be free from any and all liabilities, liens, claims
and/or commitments.
2.06
Tax
Returns.
Within
the times and in the manner prescribed by law, Claire Coast has filed all
federal, state, and local tax returns required by law and has paid all taxes,
assessments, and penalties due and payable, copies of which are annexed hereto.
No federal income tax returns of Claire Coast have been audited by the Internal
Revenue Service. “The provision for taxes, if any, reflected in Claire Coast’s
balance sheet as of September 30, 2005 , is adequate for any and all federal,
state, county, and local taxes for the period ending on the date of that balance
sheet and for all prior periods, whether or not disputed. There are no present
disputes as to taxes of any nature payable by Claire Coast.
2.07
Ability
to Carry Out Obligations.
The
Shareholders have the right, power, and authority to enter into, and perform
their obligations under this Agreement. The execution and delivery of this
Agreement by the Shareholders and the performance by the Shareholders of their
obligations hereunder will not cause, constitute, or conflict with or result
in
(a) any breach or violation or any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which Claire Coast
or
the Shareholders are a party, or by which they may be bound, nor will any
consents or authorizations of any party other than those hereto be required,
(b)
an event that would cause Claire Coast to be liable to any party, or (c) an
event that would result in the creation or imposition of any lien, charge,
or
encumbrance on any asset of Claire Coast or upon the securities of Claire Coast
to be acquired by Purchasers.
2.08
Full
Disclosure.
None of
representations and warranties made by the Shareholders, or in any certificate
or memorandum furnished or to be furnished by the Shareholders, or on their
behalf, contains or will contain any untrue statement of a material fact, or
omit any material fact the omission of which would be misleading.
2.09
Contracts
and Leases.
Claire
Coast does not now and has never carried on any business. Claire Coast is not
a
party to any contract, agreement or lease. No person holds a power of attorney
from Claire Coast.
2.10
Compliance
with Laws.
Claire
Coast has complied with, and is not in violation of any federal, state, or
local
statute, law, and/or regulation pertaining to Claire Coast. Claire Coast has
complied with all federal and state securities laws in connection with the
offer, sale and distribution of its securities.
2.11
Litigation.
Claire
Coast is not (and has not been) a party to any suit, action, arbitration, or
legal, administrative, or other proceeding, or pending governmental
investigation. To the best knowledge of the Shareholders, there is no basis
for
any such action or proceeding and no such action or proceeding is threatened
against Claire Coast. Claire Coast is not subject to or in default with respect
to any order, writ, injunction, or decree of any federal, state, local, or
foreign court, department, agency, or instrumentality.
2.12
Conduct
of Business.
Prior
to the closing, Claire Coast shall conduct its business in the normal course,
and shall not (without the prior written approval of Purchasers) (i) sell,
pledge, or assign any assets (ii) amend its Articles of Incorporation or Bylaws,
(iii) declare dividends, redeem or sell stock or other securities, (iv) incur
any liabilities, (v) acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (vi) enter into any other
transaction.
2.13
Corporate
Documents.
Copies
of each of the following documents, have been delivered to
purchaser.
(i) Articles
of Incorporation;
(ii) Bylaws;
(iii) Organizational
Consent of Shareholders;
(iv) Consent
of Directors;
(v) An
Opinion Letter from our attorney attesting to the validity and condition of
the
Corporation
(vi) List
of
Officers and Directors;
(vii) List
of
Shareholders;
(viii) 10-KSB
including Balance Sheet as of September 30, 2005, together with other financial
statements described in Section 2.03;
(ix) Secretary
of State Filing Receipt;
(
(x) Stock
register and stock certificate records of Claire Coast; and
(xi) Form
10SB
2.14
Closing
Documents.
All
minutes, consents or other documents pertaining to Claire Coast to be delivered
at closing shall be valid and in accordance with the laws of
Colorado.
2.15
Title.
The
Shareholders have good and marketable title to all of the securities to be
sold
to Purchasers pursuant to this Agreement. The securities to be sold to
Purchasers will be, at closing, free and clear of all liens, security interests,
pledges, charges, claims, encumbrances and restrictions of any kind except
as
set forth in Article I. None of such shares are or will be subject to any voting
trust or agreement. No person holds or has the right to receive any proxy or
similar instrument with respect to such shares. Except as provided in this
Agreement, the Shareholders are not parties to any agreement which offers or
grants to any person the right to purchase or acquire any of the securities
to
be sold to Purchasers. There is no applicable local, state or federal law,
rule,
regulation, or decree which would, as a result of the purchase of the Shares
by
Purchasers, impair, restrict or delay Purchasers voting rights with respect
to
the Shares.
ARTICLE
III
INVESTMENT
INTENT
Purchasers
agrees that the securities being acquired pursuant to this Agreement may be
sold, pledged, assigned, hypothecated or otherwise transferred, with or without
consideration (“Transfer”) only pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act,
the
availability of which is to be established to the satisfaction of Claire Coast.
The shares will contain the normal 144 restrictive legend.
ARTICLE
IV
CLOSING
The
closing of this transaction will occur when all of the documents and/or
consideration described below have been delivered. Unless the closing of this
transaction takes place on or before October 26, 2006, then either party may
terminate this Agreement. As part of the closing, the following documents,
in
form reasonably acceptable to counsel to the parties, shall be
delivered:
By
the
Shareholders:
A. A
certificate or certificates representing a total of 750,000 shares of Claire
Coast common stock, registered in names so designated by
Purchasers.
B. The
resignation of all officers of Claire Coast listed in Exhibit IVB.
C. The
resignation of all the directors of Claire Coast listed in Exhibit
IVB.
D. A
Board
of Directors resolution appointing directors as designated by
Purchasers.
E. Certified
Audited financial statements of Claire Coast, which shall include a balance
sheet dated as of September 30,2005, and statements of operations, stockholders’
equity and cash flows for the twelve month period then ended.
F. All
of
the business and corporate records of Claire Coast, including but not limited
to
correspondence files, bank statements, checkbooks, savings account books,
minutes of shareholder and directors meetings, financial statements, shareholder
listings, stock transfer records, agreements and contracts.
By
the
Purchasers:
| A. |
Wired
funds in the amount of $50,000 representing partial payment for the
750,000 shares of Claire Coast common
stock.
|
B. A
promissory note in the amount of $50,000 payable to the Shareholders
ARTICLE
V
MISCELLANEOUS
5.01
Captions
and Headings.
The
Article and paragraph headings throughout this Agreement are for convenience
and
reference only, and shall in no way be deemed to define, limit, or add to the
meaning of any provision of this Agreement.
5.02
No
Oral Change.
This
Agreement and any provision hereof, may not be waived, changed, modified, or
discharged, orally, but only by an agreement In writing signed by the party
against whom enforcement of any waiver, change, modification, or discharge
is
sought.
5.03
Non
Waiver.
Except
as otherwise expressly provided herein, no waiver of any covenant, condition,
or
provision of this Agreement shall be deemed to have been made unless expressly
in writing and signed by the party against whom such waiver is charged; and
(i)
the failure of any party to insist in any one or more cases upon the performance
of any of the provisions, covenants, or conditions of this Agreement or to
exercise any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants, or conditions,
(ii) the acceptance of performance of anything required by this Agreement to
be
performed with knowledge of the breach or failure of a covenant, condition,
or
provision hereof shall not be deemed a waiver of such breach or failure, and
(iii) no waiver by any party of one breach by another party shall be construed
as a waiver with respect to any other or subsequent breach.
5.04 Jurisdiction.
This
Purchase Agreement shall be deemed to be a contract made under the laws of
the
State of New York for contracts to be wholly performed in such State and without
giving effect to the principles thereof regarding the conflict of laws. Each
of
the parties consents to the jurisdiction of the federal courts and state courts
whose districts encompass any part of the State of New York, New York County
in
connection with any dispute arising under this Purchase Agreement and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on
forum non conveniens,
to the
bringing of any such proceeding in such jurisdictions. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
5.05
Entire
Agreement.
This
Agreement contains the entire Agreement and understanding between the parties
hereto, and supersedes all prior agreements and understandings.
5.06
Significant
Changes
The
selling shareholders of Claire Coast understand that significant changes may
be
made in the capitalization and/or stock ownership of the Corporation, which
changes could involve a reverse stock split and/or the issuance of additional
shares of common stock, thus possibly having a dramatic negative effect on
the
percentage of ownership and/or number of shares owned by present shareholders
of
the Corporation.
5.07
Counterparts.
This
Agreement may be executed simultaneously in one or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimile signatures will be acceptable to all
parties.
5.08
Notices.
All
notices, requests, demands, and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given on the date of service
if served personally on the party to whom notice is to be given, or on the
third
day after mailing if mailed to the party to whom notice is to be given, by
first
class mail, registered or certified, postage prepaid, and properly addressed
as
follows:
If
to
Shareholders or Claire Coast:
Xxxxx
X. Xxxxxxx, 00000 XXX 00X, Xxxxxxxx, XX 00000
Xxxxxxxxx
Xxxxx, 000 Xxxxxxx, Xxxxxx, XX 00000
If
to
Purchaser:
Xxxxx
X. Xxxxxxxx, O.D., P.A. 0000 Xxxxxx Xxxx, X-00, Xxxx Xxxxx, Xxxxxxx
00000
5.09
This
Agreement shall inure to and be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties to this
Agreement.
5.10
Effect
of Closing.
All
representations, warranties, covenants, and agreements of the parties contained
in this Agreement, or in any instrument, certificate, opinion, or other writing
provided for in it, shall be true and correct as of the closing and shall
survive the closing of this Agreement.
511
Mutual
Cooperation.
The
parties hereto shall cooperate with each other to achieve the purpose of this
Agreement, and shall execute such other and further documents and take such
other and further actions as may be necessary or convenient to effect the
transaction described herein, as of the date first above written.
5.12
Escrow
Agent.
The
parties agree that the duties of the Escrow Agent are only as provided herein,
are purely ministerial in nature, and are not discretionary. The Escrow Agent
shall incur no liability whatsoever except for its willful misconduct or gross
negligence in performing its duties and obligations set forth herein. The
parties further agree to defend and indemnify Escrow Agent against all claims
against the Escrow Agent arising out of its performance of its duties under
this
agreement except those arising from its willful misconduct or gross
negligence.
ACCEPTED
AND AGREED
SHAREHOLDERS: Claire
Coast Up, Inc.
_/s/
Xxxxx X. Wiegand_____________ By:
_/s/ Xxxxx X. Wiegand_____________
Xxxxx
X.
Xxxxxxx
Name:Xxxxx
X. Xxxxxxx
Title:
/s/
Xxxxxxxxx Gould_____________
Xxxxxxxxx
Xxxxx
PURCHASER:
Xxxxx
X. Xxxxxxxx,__________
Xxxxx
X.
Xxxxxxxx, O.D., P.A.
Issues
Certificates of
Claire
Coast Up, Inc. as follows:
Name
of
Owner No.
of
Shares
Xxxxx
X.
Xxxxxxxx, O.D., P.A.
750,000 _______________________
______________________________ _____________________________
______________________________ _____________________________
______________________________ _____________________________
