SHARE PURCHASE AGREEMENT
EXHIBIT
10.1
This
Agreement made as of the 14th day of August, 2007 ("Agreement"), by and between
Xxxxxx Xxxxx, with an address at X.X. Xxx 000000, Xxx Xxxxx, XX 00000
("Seller"), and Xtreme Products, Inc., A Nevada Corporation, with an address
at
0000 Xxxxxxxx Xx, Xx Xxxxx, XX 00000 ("Purchaser").
W
I T N E S S E T H:
WHEREAS,
Seller is the record owner and holder of 5,000,000 Common Shares, par value
$.001 par value, (the "Shares"), of Belarus Capital Corp., a Colorado
corporation ("Corporation"), which Corporation has 5,000,000 shares of common
stock, issued and outstanding as of the date of this Agreement.
WHEREAS,
Purchaser desires to purchase all 5,000,000 of the Shares from Seller, which
constitutes 100% of the Corporation's issued and outstanding shares as of the
date of this Agreement and Seller desires to sell such Shares upon the terms
and
conditions hereinafter set forth;
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements contained in this Agreement, and in order to consummate the purchase
and sale of the Corporation's Shares, it is hereby agreed, as
follows:
1.
PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this
Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees
to
sell to Purchaser at the Closing, 5,000,000 of Seller's Shares for a total
price
of One Hundred Twenty Five Thousand and 00/100 dollars ($125,000.00) and One
Million (1,000,000) shares of Common Stock in Xtreme Products Inc. to be
converted ono to one into the public stock in Belarus (the "Purchase
Price").
2.
GOOD
FAITH DEPOSIT. At the signing of this Agreement, Purchaser agrees to wire
transfer to an account to be designated by Seller, the sum of Twenty-Five
Thousand and 00/100 dollars ($25,000.00) as an initial non-refundable deposit
to
Seller. At the Closing, as defined below, Purchaser will pay the balance of
the
Purchase Price, One Hundred Thousand and 00/100 dollars ($100,000.00) to Seller
by wire transfer.
3. CLOSING.
The closing of the sale of the Transferred Shares for the Purchase Price (the
"Closing") shall take place at Belarus’s office 0000 Xxxxxxxx Xxxx., Xxxxx 000,
Xxxxxxx Xxxxx, XX 00000 no later than the close of business (Los Angeles County
time) on or before August 16, 2007 or at such other place, date and time as
the
parties may agree in writing. Seller shall convey also to Purchaser upon
closing, dominion and control, right, title and interest to all of authorized,
but yet uninsured shares of common and preferred stock of Belarus Capital
Corp.
At
the
Closing, Buyer shall deliver to Seller, fully executed certificates in the
name
of any designate identified by Seller, representing up to One Million
(1,000,000) shares of common stock in Belarus Capital Corp. Said shares shall
bear no restriction other than that provided for by the regulations of the
Securities Act.
At
the
Closing, Seller will deliver the following to Purchaser's (A) the certificates
representing the Shares transferred hereunder, duly endorsed for transfer to
the
Purchaser or accompanied by appropriate stock powers, (B) the original of the
Certificate of Incorporation and bylaws, (C) all corporate books and records
(including all accounting records and SEC filings to date); and (D) written
resignations of incumbent directors and officers of the Corporation (the
"Closing Documents").
4.
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as sole director and officer
of Corporation, hereby represents and warrants to Purchaser that:
(i)
Corporation is a corporation duly organized and validly existing and in good
standing under the laws of the State of Colorado and has the corporate power
and
authority to carry on the business it is now being conducted. Corporation and/or
Seller do not require any consent and/or authorization, declaration or filing
with any government or regulatory authority to undertake any actions
herein;
(ii)
Corporation has filed with the United States Securities and Exchange Commission
(`SEC") a registration statement on Form 10-SB effective pursuant to the
Securities Exchange Act of 1934 and is a reporting company pursuant to Section
12(g) thereunder.
(iii)
Corporation has timely filed and is current on all reports required to be filed
by it pursuant to Sections 13 and 15 of the Securities Exchange Act of
1934.
(iv)
Corporation is newly formed with no financial information available other than
the financial information included in its SEC filings;
(v)
There
are no legal actions, suits, arbitrations, or other administrative, legal or
governmental proceedings threatened or pending against the Corporation and/or
Seller or against the Seller or other employee, officer, director or stockholder
of Corporation. Additionally, Seller is not aware of any facts which may/might
result in or form a basis of such action, suit, arbitration or other proceeding
on any basis whatsoever;
(vi)
The
Corporation has no subsidiaries or any direct or indirect ownership interest
in
any other corporation, partnership, association, firm or business in any
manner;
(vii)
The
Corporation and/or Seller does not have in effect nor has any present intention
to put into effect any employment agreements, deferred compensation, pension
retirement agreements or arrangements, options arrangements, bonus, stock
purchase agreements, incentive or profit-sharing plans;
(viii)
No
person or firm has, or will have, any right, interest or valid claim against
the
Corporation for any commission, fee or other compensation in connection with
the
sale of the Shares herein as a finder or broker or in any similar capacity
as a
result of any act or omission by the Corporation and/or Seller or anyone acting
on behalf of the Corporation and/or Seller;
(ix)
The
business and operation of the Corporation has and will be conducted in
accordance with all applicable laws, rules, regulations, judgments. Neither
the
execution, delivery or performance of this Agreement (A) violates the
Corporation's by- laws, Certificate of Incorporation, Shareholder Agreements
or
any existing resolutions; and, (B) will cause the Corporation to lose any
benefit or any right or privilege it enjoys under the Securities Act ("Act")
or
other applicable state securities laws;
(x)
Corporation has not conducted any business and/or entered into any agreements
with third-parties;
(xi)
This
Agreement has been duly executed and delivered by constitutes a valid and
binding instrument, enforceable in accordance with its terms and does not
conflict with or result in a breach of or in violation of the terms, conditions
or provisions of any agreement, mortgage, lease or other instrument or indenture
to which Corporation and/or Seller a party or by which they are
bound;
(xii)
Seller is the legal and beneficial owner of the Shares and has good and
marketable title thereto, free and clear of any liens, claims, rights and
encumbrances;
(xiii)Seller
warrants that the Corporation being transferred shall be transferred with no
liabilities and little or no assets, and shall defend and hold Purchaser and
the
Corporation harmless against any action by any third party against either of
them arising out of, or as a consequence of, any act or omission of Seller
or
the Corporation prior to, or during the closing contemplated by this contract
of
sale; and,
(xiv)
The
information contained on Exhibit A is true and correct.
5.
REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and
warrants to Seller that:
(i)
Purchaser has the power and authority to execute and deliver this Agreement,
to
perform his obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Purchaser and constitutes a valid and binding instrument, enforceable in
accordance with its terms;
(ii)
The
execution, delivery and performance of this Agreement is in compliance with
and
does not conflict with or result in a breach of or in violation of the terms,
conditions or provisions of any agreement, mortgage, lease or other instrument
or indenture to which Purchaser is a party or by which Purchaser is
bound;
(iii)
At
no time was Purchaser presented with or solicited by or through any leaflet,
public promotional meeting, television advertisement or any other form of
general solicitation or advertising; and,
(iv)
Purchaser is purchasing the Shares solely for his own account for the purpose
of
investment and not with a view to, or for sale in connection with, any
distribution of any portion thereof in violation of any applicable securities
law.
(v)
The
Purchaser is an "accredited investor" as defined under Rule 501 under the
Securities Act.
(vi)
Purchaser hereby agrees that such shares are restricted pursuant to Rule 144
and
therefore subject to Rule 144 resale requirements.
6.
NOTICES. Notice shall be given by certified mail, return receipt requested,
the
date of notice being deemed the date of postmarking. Notice, unless either
party
has notified the other of an alternative address as provided hereunder, shall
be
sent to the address as set forth herein:
|
Seller:
|
Xxxxxx
Xxxxx
|
|
|
President
and Director
|
X.X. Xxx
000000
Xxx
Xxxxx, XX 00000
|
Purchaser:
|
Xtreme
Products, Inc..
|
0000
Xxxxxxxx Xx
Xxx
Xxxxx, XX 00000
7.
GOVERNING LAW. This Agreement shall be interpreted and governed in accordance
with the laws of the State of Colorado. The parties herein waive trial by jury.
In the event that litigation results or arise out of this Agreement or the
performance thereof, the parties agree that the prevailing party is entitled
to
reimbursement for the non-prevailing party of reasonable attorney's fee, costs,
expenses, in addition to any other relief to which the prevailing party may
be
entitled.
8.
CONDITIONS TO CLOSING. The Closing is conditioned upon the fulfillment by the
Seller of the satisfaction of the representations and warranties made herein
being true and correct in all material respects as of the date of
Closing.
9.
SEVERABILITY. In the event that any term, covenant, condition, or other
provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any
such
term, covenant, condition, provision or Agreement shall in no way affect any
other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.
10.
ENTIRE AGREEMENT. This Agreement contains all of the terms agreed upon by the
parties with respect to the subject matter hereof. This Agreement has been
entered into after full investigation.
11.
INVALIDITY. If any paragraph of this Agreement shall be held or declared to
be
void, invalid or illegal, for any reason, by any court of competent
jurisdiction, such provision shall be ineffective but shall not in any way
invalidate or effect any other clause, Paragraph, section or part of this
Agreement.
12.
GENDER AND NUMBER; SECTION HEADINGS. Words importing a particular gender mean
and include the other gender and words importing a singular number mean and
include the plural number and vice versa, unless the context clearly indicated
to the contrary. The section and other headings contained in this Agreement
are
for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.
13.
AMENDMENTS. No amendments or additions to this Agreement shall be binding unless
in writing, signed by both parties, except as herein otherwise
provided.
14.
ASSIGNMENT. Neither party may assign this Agreement without the express written
consent of the other party. Any agreed assignment by the Seller shall be
effectuated by all the necessary corporate authorizations and governmental
and/or regulatory filings.
15.
CLOSING DOCUMENTS. Seller and Purchaser agree, at any time, to execute, and
acknowledge where appropriate, and to deliver any and all documents/instruments,
and take such further action, which may necessary to carry out the terms,
conditions, purpose and intentions of this Agreement. This paragraph shall
survive the Closing.
16.
EXCLUSIVE AGREEMENT; AMENDMENT. This Agreement supersedes all prior agreements
or understandings among the parties with respect to its subject matter with
respect thereto and cannot be changed or terminated orally.
17.
FACSIMILE SIGNATURES. Execution of this Agreement and delivery of signed copies
thereof by facsimile signatures from the parties hereto or their agents is
acceptable to the parties who waive any objections or defenses based upon lack
of an original signature.
18.
PUBLICITY. Except as otherwise required by law, none of the parties hereto
shall
issue any press release or make any other public statement, in each case
relating to, connected with or arising out of this Agreement or the matters
contained herein, without obtaining the prior approval of the other to the
contents and the manner of presentation and publication thereof.
IN
WITNESS WHEREOF, and intending to be legally bound, the parties hereto have
signed this Agreement by their duly authorized officers the day and year first
above written.
Xtreme
Products, Inc..
Xxxx
X.
Xxxx
By:
Its:
President
___________________________
Xxxxxx
Xxxxx
A
COLORADO CORPORATION
Belarus
Capital Corp., a Colorado corporation ("Company"), is a fully reporting company
and its Common Stock is registered under the Securities Exchange Act of 1934,
as
amended.
The
Company's management believes that there are certain benefits of being a
reporting public company, and that certain private company (domestic or foreign)
may seek to gain these advantages through a reverse merger with the Company
because its shares may thereby be quoted on the United States secondary market
such as the NYSE, NASDAQ, Amex, and the OTC Bulletin Board
(OTC-BB).
CORPORATE
INFORMATION
|
Legal
Name of Public Shell:
|
|
SEC
FILE / CIK Numbers:
|
000-52249/0001377201
|
|
SEC
Reporting Status:
|
Public
reporting, current in all
|
SEC
filings to date.
|
SEC
Form 10-SB Effective Date
|
November
4, 2006
|
|
State
of Incorporation and Date of Formation:
|
State
of Colorado on December 29, 2005
|
|
Net
Equity:
|
-0-
|
|
Underwriter:
|
Self
|
|
Date
of fiscal year-end:
|
06/30
|
|
Total
and pending liabilities:
|
None
|
STOCK
INFORMATION
Classes
of Preferred Stock, at $0.001 par value - Stock Common stock, at $0.001 par
value
Authorized
Capitalization: 100,000,000 Common Shares - 20,000,000 Preferred
Shares
Capital
Stock:
Shares:
Issued and Outstanding: 5,000,000 Common Shares; -0- Preferred Shares, none
designated
Warrants
and Options Outstanding: None
OTC-BB
Trading Symbol: Form 211 (15c2-11) to be filed with NASD Regulations, Inc.
(NASDAQ) through a sponsoring market maker upon consummation of business
combination.
Market
Makers: To be appointed upon consummation of business combination
Transfer
Agent: It is anticipated that Xxxxxxxx Stock Transfer, Inc. of Scottsdale,
AZ
will act as transfer agent for the Company's Agent and common stock. However,
the Company may appoint a different transfer agent or act as its own until
a
merger candidate
Registrar:
can be identified.
