SECURITIES PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") by and between Xxxx Xxxx
("Seller") and Xxxxxx Xxxxx ("Buyer").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Securities.
(a) Subject to the terms and conditions of this Agreement, and in reliance
upon the representations, warranties and covenants contained herein, Buyer
hereby agrees to purchase from Seller and Seller agrees to sell to Buyer
3,000,000 shares of common stock, US$0.0001 par value per share (the "Shares"),
of XxxxxxxxXxxxx.xxx, Inc., a Nevada corporation (the "Company") for an
aggregate purchase price of US$25,000.00 and other good and valuable
consideration, the sufficiency of which is hereby agreed, (the "Purchase
Price").
(b) The Seller hereby acknowledges that he has received payment in full of
the Purchase Price.
2. Representations and Warranties of Seller. Seller hereby represents and
warrants to Buyer that:
(a) Seller is the record and beneficial owner of the Securities and has sole
management power over the disposition of the Securities. The Securities are
free and clear of any liens, claims, encumbrances, and charges.
(b) The Securities have not been sold, conveyed, encumbered, hypothecated or
otherwise transferred by Seller except pursuant to this Agreement.
(c) Seller has the legal right to enter into and to consummate the
transactions contemplated hereby and otherwise to carry out his obligations
hereunder.
(d) The Securities are being sold to Buyer in reliance on Sections 4(1) and
4(2) of the Securities Act of 1933, as amended.
3. Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller that:
(a) Buyer has the requisite power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby and otherwise to carry
out its obligations hereunder.
(b) The Securities are being acquired by Buyer solely for investment for
Buyer's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof; and Buyer will not sell or transfer
such Securities unless covered by a registration statement or an exemption
therefrom.
(c) Buyer represents and warrants that Buyer is an investor experienced in
the evaluation of businesses similar to the Company, has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of this investment, and has had access to all information
respecting the Company that Buyer has requested.
4. Miscellaneous.
(a) Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties.
(b) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(c) Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
(d) Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or sent by overnight
delivery by an internationally recognized overnight courier upon proof of
sending thereof and addressed to the party to be notified at the address
indicated for such party on the signature page hereof, or at such other address
as such party may designate by written notice to the other parties.
(e) Expenses. Each of the parties shall bear its own costs and expenses
incurred with respect to the negotiation, execution, delivery, and performance
of this Agreement.
(f) Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of Seller and Buyer.
(g) Assignment. Buyer may sell, assign or transfer any of its rights under
this Agreement as it sees fit and without notice.
(h) Entire Agreement. This Agreement represents and constitutes the entire
agreement and understanding between the parties with regard to the subject
matter contained herein. All prior agreements, understandings and
representations are hereby merged into this Agreement.
IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed on
their behalf by an agent thereunto duly authorized, this Agreement as of
February 18, 2008.
/s/ Xxxx Xxxx
XXXX XXXX
/s/ Xxxxxx Xxxxx
XXXXXX XXXXX
