EXHIBIT 10.28
STOCK PURCHASE AGREEMENT
DATED AS OF
July 16, 2004
BETWEEN
Recall Mail Corporation
AND
Xxxxxxx X. Xxxxxxx, Xx.
RECALL MAIL CORPORATION
As of July 16, 2004
Stock Purchase Agreement
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Dear Ladies and Gentlemen:
The undersigned, Recall Mail Corporation, a Delaware corporation (the
"Corporation") presently intends to issue and sell common stock, $.0001 par
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value, of the Corporation (the "Common Stock") to one or more investors in
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accordance with this Agreement and additional agreements substantially identical
to this Agreement on the same terms and with the same conditions set forth
herein.
ACCORDINGLY, the Corporation hereby agrees with you as follows:
SECTION 10. Issuance and Sale of Common Stock; Closing. Simultaneously
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with the execution and delivery of this Agreement, the Corporation is selling to
the Investor, and the Investor is purchasing from the Corporation, upon the
terms and subject to the conditions hereinafter set forth, 4,000,000 shares of
Common Stock of the Corporation (collectively, the "Common Shares") for a
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purchase price of 1,000,000 shares of common stock of EmailEmissary, Inc.
Simultaneously herewith (the "Closing"), the Corporation is issuing and
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delivering to the Investor a certificate representing the Common Shares being
purchased by the Investor hereunder, registered in the name of the Investor,
against delivery by the Investor of a stock certificate for 1,000,000 shares of
common stock of EmailEmissary, Inc., an amount equal to 20% of the current
outstanding shares of EmailEmissary, Inc.
SECTION 11. Representations and Warranties of the Corporation. The
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Corporation hereby represents and warrants to the Investor as follows:
11.1. Organization. The Corporation is a corporation duly organized,
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validly existing and in good standing under the laws of the State of Delaware.
The Corporation has all requisite corporate power and authority to own and
operate its properties, enter into this Agreement and perform its obligations
hereunder.
11.2. Capitalization. The authorized capital stock of the Corporation on
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December 1, 2003, consisted of 50,000,000 shares of Common Stock.
11.3. Authorization. The execution, delivery and performance by the
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Corporation of this Agreement have been duly authorized by all requisite
corporate action on the part of the Corporation, and this Agreement has been
duly executed and delivered by the Corporation and constitutes the valid and
binding obligation of the Corporation.
SECTION 12. Representations and Warranties of the Investor. The Investor
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hereby severally represents and warrants to the Corporation as follows:
12.1. Authority. The Investor has full power and authority to execute,
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deliver and perform this Agreement and to consummate the transactions
contemplated hereby; and this Agreement constitutes the valid and binding
obligations of the Investor.
[COUNTERPART SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Stock Purchase
Agreement to be executed as of the date first written above.
RECALL MAIL CORPORATION
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
President
Investor
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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Signature
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Tax Identification Number
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Address
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Investor Phone
2
