STOCK PURCHASE AGREEMENT
Exhibit 10.3
This
STOCK PURCHASE AGREEMENT (this "Agreement") effective this 17th day of August
2009, by and between XXXXXX XXXXXXXXX ("Seller"), and CALBRIDGE CAPITAL LLC,
"Buyer"), with respect to the following facts and circumstances:
A. Seller
has presented to Buyer a plan to sell all of his shares of stock in Sport
Endurance, Inc.
B. Seller
desires to sell, and Buyers desire to purchase 21,000,000 shares of common stock
of the not trading, non public, Nevada Corporation (the "Common Stock") at the
purchase price and subject to the terms and conditions set forth
herein.
NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements,
representations and warranties set forth herein, each of the parties hereto
hereby agrees as follows:
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1.
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Purchase
of
Common Stock.
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1.1 Purchase.
Subject to the terms and conditions of this Agreement, Seller hereby agrees to
sell to Buyers the Common Stock, for $21,000.00 dollars.
1.2 Closing.
The purchase of the Securities shall take place at a closing at the offices of
the Buyer, on or before August 17, 2009, or such other place, day and time as
may be agreed upon by Seller and Buyers (the "Closing Date").
1.2.2
The Securities shall be issued to Buyers or any affiliated parties of Buyers, as
directed by Buyers.
1.3 Further
Assurances.
Each of the parties hereto shall execute any and all further documents and
writings and perform such other reasonable actions that may be or become
necessary or expedient to effectuate the purchase of
the
Shares as contemplated hereby.
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2.
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Representations
Warranties and Covenants of
Seller.
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2.1 As an
inducement for Buyers to enter into this Agreement, as of the date hereof and as
of the Issue Date, Seller represents, warrants, and agrees as
follows:
2.1.1
This Agreement has been or, as of the Closing Date, will have been duly executed
and delivered by Seller and constitutes or, upon execution, will constitute a
legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms (except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting creditors' rights generally and by limitations on the availability of
equitable remedies).
2.1.2
The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby and thereby will not (i) constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, lease, agreement or other material
instrument or obligation to which Seller is a party or by which Seller is bound,
or (ii) violate
any judgment, order, injunction, decree, statute, rule, law or regulation
applicable to Seller.
2.1.3
On the Issue Date, Seller will deliver the Securities free and clear of any
liens, claims, security interest or other encumbrances created by or through
Seller, and Seller has full power and right to issue the Securities pursuant to
the terms hereof. On and at all times after the Issue Date, all of the
Securities shall be duly authorized, validly issued, fully paid and
nonassessable.
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3.
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Miscellaneous.
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3.1
All representations and
warranties of Seller made under Section 2 of this Agreement shall survive
for a period
of two (2) years,
3.2
This
Agreement constitutes the entire agreement among the parties and
supersedes all prior agreements, representations, warranties, statements
and understandings, whether oral or written, with respect to the subject matter
hereof.
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3.3
This Agreement shall be governed by the laws of the State of Nevada, without
giving effect to the conflict of laws provisions thereof.
3.4
This Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assign. This Agreement and the rights and
obligations of the parties hereto shall not he assignable by any party hereto
without the written consent of the other parties hereto.
3.5
The validity, legality or enforceability of the remainder of this Agreement
shall not be Effected even if one or more of the provisions of this Agreement
shall be held to be invalid, illegal or unenforceable in any
respect.
3.6
None of the terms or provisions of this Agreement shall
be modified,
waived or amended, except by a written instrument signed by the party
against which any modification, waiver or amendment is to be
enforced.
3.7
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first written above.
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Calbridge
Capital, LLC
/s/
[signature]
Chairman
and Chief Executive Officer
/s/ Xxxxxx
Xxxxxxxxx
Xxxxxx
Xxxxxxxxx,
An
individual
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