STOCK PURCHASE AGREEMENT
Exhibit 10.1
This
Agreement (“Agreement”)
made as of this 1st day
of July, 2009, by and between Xxxxxxx Xxxxxx (the “Seller”) and Trilliant
Exploration Corp, (“Buyer”)
as to the facts set forth below:
WITNESSETH:
WHEREAS, Seller hold ownership of certain stock (the
“Stock”) in AYAPAMBAGOLD S.A., a company organized and existing under the laws
of Ecuador (the “Company”), and desire to sell 799 shares, of the
capital stock of the Company (the “Stock”) to the Buyer ,
and
WHEREAS, Buyer desires to acquire the Stock from the Seller
pursuant to this Agreement,
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration the adequacy and receipt of
which is hereby acknowledged,
IT IS AGREED, as follows:
1. Seller
agrees to sell, and Buyer agrees to purchase from Seller 799 shares of common
stock of the Company at the total purchase price of Seven Hundred Ninety Nine
U.S. Dollars ($799) (the “Purchase Price”). The full amount of the
Purchase Price shall be delivered to an escrow account established
with Xxxxxx & Xxxxxxxxx, PLLC, (“Escrow Agent”) (account information as
provided by separate communiqué’).
2. Share
certificate(s) representing 799 shares of the Company’s total 800 shares of
outstanding capital stock shall be delivered to the Escrow Agent prior to
Closing. Upon Closing, the Escrow Agent shall release the Purchase
Price to the Seller, and shall release the share certificates representing the
Stock to the Buyer.
3. The
Closing contemplated hereby will occur on or about the 3rd day of July,
2009.
4. REPRESENTATIONS AND
WARRANTIES:
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a.
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The
undersigned Buyer is acquiring the Stock solely for investment for his or
her own account and not with a view to, or for, resale in connection with
any distribution within the meaning of any federal securities act, state
securities act or any other applicable federal or state
laws;
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| b. | The undersigned Buyer understands the speculative nature and risks of investments associated with the Stock, and confirms that the Stock would be suitable and consistent with his or her investment program; that his or her |
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financial
position enables him or her to bear the risks of this investment; and,
that there is no public market for the stock subscribed for
herein;
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c.
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The
Stock subscribed for herein may not be transferred, encumbered, sold,
hypothecated, or otherwise disposed of, if such disposition will violate
any federal and/or state securities acts. Disposition shall
include, but is not limited to acts of selling, assigning, transferring,
pledging, encumbering, hypothecating, giving, and any form of conveying,
whether voluntary or not;
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d.
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To
the extent that any federal, and/or state securities laws shall require,
the Buyer hereby agrees that the Stock acquired pursuant to this Agreement
shall be without preference as to assets;
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e.
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The
Buyer has sufficient knowledge and experience in financial matters to
evaluate the merits and risks of this investment and further, the Buyer is
capable of reading and interpreting financial statements;
and
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f.
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Buyer,
and his agents, attorneys and advisors, have conducted their own due
diligence on the Company, its past history, and its current state.
They have inspected SEC filings, the corporate minutes, and the charter
documents. Buyer is buying the shares “as is”, with no
representations made by the Seller as to the affairs or viability of the
company, or as to assets, liabilities, or outstanding securities of the
Company, and Buyer, on behalf of him selves and his successors in
interest, (if any), hereby acknowledges and agrees by his execution of
this Agreement that Seller is making no representations in this
regard.
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g.
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The
Seller represents and warranties that the Company has no outstanding
liabilities, and that the total outstanding capital stock of the company
consists of 800 common shares and no other
shares.
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5. This
Agreement represents the entire understanding between the Parties and supersedes
all prior written or oral agreements, if any.
6. This
Agreement may not be modified or changed unless in writing signed by the
Parties.
7. The
headings in this Agreement are for convenience and shall not be used to
interpret any of the provisions of this Agreement.
8. No
waiver of any provision of this Agreement shall be effective and binding unless
signed in writing by the Party charged with such waiver.
9. This
Agreement shall be construed and enforced under and pursuant to the laws of the
State of Nevada.
10. This
Agreement shall be binding upon The Parties and their Successors.
[SIGNATURE
PAGE FOLLOWS]
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Each of
the parties hereto has executed this Agreement to be effective as of the day and
year first above written.
SELLER
/s/ Xxxxxxx Xxxxxx
/s/
Xxxxxxx
Xxxxxx
PURCHASER:
/s/ Xxxxxxx X.
Xxxxxxxxx /s/
Xxxxxxx
X. Xxxxxxxxx, President, Trilliant Exploration Corp.
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