STOCK EXCHANGE AGREEMENT
BETWEEN
BAROSSA COFFEE COMPANY, INC.
AND
XXXXX XXXXXX
STOCK EXCHANGE AGREEMENT
This Stock Exchange Agreement (hereinafter the "Agreement") is
entered into as of the _11_ day of October 2006, by and among
Barossa Coffee Company, Inc., a Nevada corporation, (hereinafter
"Barossa"); and Xxxxx Xxxxxx, (hereinafter "Xxxxxx").
RECITALS:
WHEREAS, Xxxxxx owns 200,000 shares of the restricted common
stock of Barossa; and
WHEREAS, Barossa owns One Hundred Percent (100%) of the issued
and outstanding common stock of Alchemy Coffee Company, Inc. (
Alchemy); and
WHEREAS, the board of directors and majority in interest of
shareholders of Barossa, respectively, deem it advisable and in the
best interests of Barossa and its shareholders that all of the
shares of Alchemy be distributed to Xxxxxx in exchange for the
200,000 shares of restricted Barossa common stock owned by him,
which shares will then be cancelled on the books of Barossa.
NOW THEREFORE, for the mutual consideration set forth herein,
and other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, the parties hereby agree
as follows:
AGREEMENT
1. Exchange of Shares. The parties hereto do hereby agree
that Xxxxxx shall receive all of the issued and outstanding shares
of Alchemy so that he is the sole shareholder and owner of Alchemy
and of all its assets, subject to all liabilities of Alchemy.
Xxxxxx shall thereafter own One Hundred Percent (100%) of the
capital stock of Alchemy. Upon signing this agreement Xxxx Xxxxx
will resign as a director of Alchemy leaving Xxxxxx as the sole
director and Xxxxxx will resign as an officer and director of
Barossa.
2. Delivery of Shares. Upon the execution hereof Barossa
shall deliver to Xxxxxx a duly endorsed certificate representing
One Hundred Percent (100%) of the issued and outstanding shares of
common stock of Alchemy.
3. Representations of Xxxxxx. Xxxxxx hereby, represents
and warrants as follows:
(a) Xxxxxx is not aware of any agreement or restriction
which would adversely affect his ability to enter into and complete
the transaction contemplated by this Agreement.
(b) Xxxxxx has served as an officer and/or director of
Barossa and Alchemy since their inception to the present and as
such has had complete access to the corporate financial records,
minute books, and other corporate documents and records of Alchemy
and has reviewed such records and documents as he felt necessary or
advisable prior to the execution of this Agreement.
(c) Xxxxxx has consulted with his own advisors as to
the tax and or legal consequences of the transaction contemplated
by this Agreement.
(d) Xxxxxx is aware that by taking ownership of all of
the outstanding common stock of Alchemy he will be the sole person
responsible for the business affairs of Alchemy and that Barossa
has no obligation for any of the existing or future debts or
obligations of Alchemy.
5. Representations of Barossa and Alchemy. Barossa and
Alchemy hereby jointly and severally represent and warrant as
follows:
(a) Barossa is the sole owner of the Alchemy shares to be
distributed to Xxxxxx hereunder, said shares are free from all
liens and encumbrances and Barossa has the absolute right to
convey to Xxxxxx good title to said shares.
(b) Barossa has the corporate power to enter into this
Agreement and to perform its obligations hereunder. The execution
and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the
Board of Directors and Shareholders of Barossa. The execution and
performance of this Agreement will not constitute a material breach
of any agreement, indenture, mortgage, license or other instrument
or document to which Barossa is a party and will not violate any
judgment, decree, order, writ, rule, statute, or regulation
applicable to Barossa or its properties. The execution and
performance of this Agreement will not violate or conflict with any
provision of the certificate of incorporation or by-laws of
Barossa.
(c) Barossa and Alchemy are not parties to or the subjects
of any pending litigation, claims, or governmental investigation or
proceeding not reflected in their financial statements or otherwise
disclosed herein, and there are no lawsuits, claims, assessments,
investigations, or similar matters, to the best knowledge of
management of Barossa, threatened or contemplated against or
affecting Barossa or Alchemy, their management or their
properties.
(d) Barossa and Alchemy are each duly organized, validly
existing and in good standing under the laws of the states of their
respective incorporation; each has the corporate power to own its
property and to carry on its business as now being conducted and is
duly qualified to do business in any jurisdiction where so required
except where the failure to so qualify would have no material
negative impact.
(e) Barossa and Alchemy have filed in a timely manner all
federal, state, county and local income, excise, property and other
tax, governmental and/or related returns, forms, or reports, which
are due or required to be filed by it prior to the date hereof and
have paid or made adequate provision in their financial statements
for the payment of all
taxes, fees, or assessments which have or may become due pursuant
to such returns or pursuant to any assessments received. Neither
Barossa nor Alchemy is delinquent or obligated for any tax,
penalty, interest, delinquency or charge.
f) All outstanding shares of capital stock of Barossa and
Alchemy are validly issued, fully paid and nonassessable. There are
no existing options, calls, warrants, preemptive rights or
commitments of any character relating to the issued or unissued
capital stock or other securities of Alchemy.
6. Releases. Each party hereto does hereby release the other
party from any and all claims or liabilities arising from the
formation and operations of Barossa and Alchemy from their
inception to the present. This release is intended to be
effective as a full and final accord and satisfaction and a
mutual and general release of a claims whether now known or
unknown relating to the matters specified herein.
7. Miscellaneous.
(a) Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by
the other party to confirm or perfect title to any property
transferred hereunder or otherwise to carry out the intent and
purposes of this Agreement.
(b) Waiver. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed.
(c) Amendment. This Agreement may be amended only in
writing as agreed to by all parties hereto.
(d) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if
delivered in person or sent by prepaid first class registered or
certified mail, return receipt requested.
e) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in
any way the meaning or interpretation of this Agreement.
(f) Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
(g) Binding Effect. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors and
assigns.
(h) Entire Agreement. This Agreement is the entire
agreement of the parties covering everything agreed upon or
understood in the transaction. There are no oral promises,
conditions, representations, understandings, interpretations or
terms of any kind as conditions or inducements to the execution
hereof.
(i) Time. Time is of the essence.
(j) Severability. If any part of this Agreement is deemed
to be unenforceable the balance of the Agreement shall remain in
full force and effect.
(k) Enforcement. In the event an action is initiated by any
party to enforce and/or defend the provisions of this Agreement,
the prevailing party shall be entitled to recover their costs of
suit, including a reasonable attorney's fee.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date set forth above.
BAROSSA COFFEE COMPANY, INC.
/s/Xxxx Xxxxx
_________________________________
Xxxx Xxxxx, President, and individually
As to paragraph 1. hereof.
/s/Xxxxx Xxxxxx
_________________________________
Xxxxx Xxxxxx, individually
