EXHIBIT 99.1
RESTRICTED STOCK PURCHASE AGREEMENT
This is an agreement ("Agreement") between Xxxxx Rudelsheim ("Seller") and
XXXXX XXXXX ("Buyer") made this 27th day of August 2003.
WHEREAS:
A. Seller owns 5,000,000 shares (the "Shares") of XXXX Logic Inc. a
company incorporated under the laws of the state of Washington
State (the "Company"); and
B. Seller wishes to sell 110,000 Shares of the Company (the "Contract
Shares") to the Buyer.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchases and Sale of Contract Shares
(a) Seller hereby agrees to sell the Contract Shares to the Buyer
at a purchase price per share, which shall be $.002 per share
for a total of $220 (the "Consideration") and payable in full
on the date of this Agreement.
(b) The closing of the transaction shall occur when this
Agreement is executed by Seller. On the closing and pursuant
to an Escrow Agreement dated August 20, 2003, Buyer shall
deliver through First American Stock Transfer Inc. the
Consideration to Seller.
(c) Pursuant to an Escrow Agreement dated August 20, 2003, Seller
shall deliver through First American Stock Transfer Inc. the
Contract Shares to the buyer free and clear of all liens,
claims or encumbrances.
2. Representations and Warranties
(a) As an inducement for Buyer to enter into this Agreement,
Seller represents and warrants that:
(i) Seller has the lawful power and authority to enter into
this Agreement;
(ii) Seller owns the Shares free and clear of all liens,
claims or encumbrances; and
(iii) Seller is not aware of any material adverse information
with respect to the Company.
(iv) Seller represents that there are no claims, actions,
suits, investigations or proceedings pending or, to the
knowledge of Seller, threatened against the Company.
(v) Seller represents that there are 6,000,000 shares of
common stock outstanding as of the date hereof., of which
5,000,000 shares are restricted.
(vi) Seller, as the sole officer and director of the Company,
does hereby, upon execution of this Agreement , appoint Xxx
Xxxx as a member of the Board of Directors of the Company.
Simultaneously and also upon execution of this Agreement, the
Seller hereby resigns from his positions as both an officer
and director of the Company. Xx. Xxxx, as the new sole
director, shall thereafter, at his discretion, appoint the
new officers of the Company.
(vii) As a condition to closing, Seller, on behalf of the
Company, shall execute an amendment to the Reach Technologis,
Inc./Xxxx Logic Inc License Agreement which shall be attached
hereto as Exhibit A. After signing such Amended License
Agreement, Seller represents that there are no debts owed by
the Company. Furthermore, Seller shall immediately assign
control of the Xxxx Logic Trust Account ("Tust Account")
currently held at the Company's counsel, Xxxxx Xxxxxxx
Xxxxxxx, to the new officer and director of the Company as
appointed under this Agreement. The amount in such Trust
Account shall equal approximately U.S. $5,553.
(viii) Seller represents on behalf of the Company that there
are no taxes, State or Federal, currently due and that all
required filings have been filed accordingly.
(b) As an inducement for Seller to enter into this Agreement,
Buyer represents and warrants that Buyer has the lawful power
and authority to enter into this Agreement.
3. Binding Effect. Except as otherwise expressly provided herein, this
Agreement shall be binding upon and inure to the benefit or the
parties hereto, their heirs, legal representatives, successors and
permitted assigns. This Agreement may be signed by fax and in
counterpart.
4. Governing Law, This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington, without giving
effect to the conflict of laws principles thereof.
In witness hereof the parties hereby affix their signatures.
SELLER BUYER
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