PURCHASE AND SALE AGREEMENT
This
Purchase and Sale Agreement (this “Agreement”) is made and entered into as of
September 24, 2008, by and between Xxxxxxx Xxxxxxxxx (the “Buyer”) and Xxxxxx
Xxxxx (the “Seller”).
WHEREAS,
the Seller owns in aggregate one hundred thirty three million (133,000,000)
shares (the “Shares”) of common stock of Black Sea Oil, Inc., a Nevada
corporation (the “Company”).
WHEREAS,
the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from
the Seller, the Shares for such consideration and on such terms as set out
below;
NOW
THEREFORE, in consideration of the above premises and the mutual
representations, warranties, covenants and agreements hereinafter set forth
and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Purchase
and Sale; Purchase Price; Closing.
(a)
Purchase
and Sale.
Upon
the terms and subject to the conditions of this Agreement, at the Closing
(hereafter defined), the Seller shall sell, transfer and assign to the Buyer,
and the Buyer shall purchase from the Seller, the Shares and any and all rights
in the Shares to which the Seller is entitled, and by doing so the Seller shall
be deemed to have assigned all of the Sellers right, title and interest in
and
to the Shares to the Buyer. Such sale of the Shares shall be evidenced by stock
certificates, duly endorsed in blank or accompanied by stock powers duly
executed in blank, or other instruments of transfer in form and substance
reasonably satisfactory to the Buyer.
(b)
Purchase
Price.
The
aggregate purchase price for the purchase of the Shares shall be one thousand
($1,000) dollars (the “Purchase Price”), payable by wire transfer of immediately
available funds.
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(c)
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Closing.
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(1)
The
Closing of the transactions contemplated under this Agreement (the “Closing”)
shall take place simultaneously with the execution and delivery of this
Agreement. The closing will take place in the City of New York or at such other
place or places mutually agreed upon.
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(2)
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At
the Closing:
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(a)
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The
Buyer shall pay to the Seller the Purchase Price by wire transfer
of
immediately available funds pursuant to wire instructions previously
delivered; and
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(b)
The
Seller shall deliver or cause to be delivered to the Buyer (i) the stock
certificates evidencing the Shares owned by him duly endorsed in blank or
accompanied by stock powers duly executed in blank, in proper form for transfer;
(ii) the resignation of Xxxxxx Xxxxx from his positions as an officer and
employee of the Company, effective at the closing; (iii) the resignation of
Xxxxxx Xxxxx, as a director of the Company, effective ten days after the Company
files with the Securities and Exchange Commission (the “SEC”) a Schedule 14f-1;
and (iv) any other documents requested by the Buyer to consummate the
transactions contemplated by this Agreement. The Buyer acknowledges that
subsequent to the Closing, it is her responsibility to file a Form 4 pursuant
to
requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”); and a Schedule 13D in accordance with the requirements of
Section 240.13d-1 of the Exchange Act.
2. Representations
of Seller.
Seller
and the Company hereby represents and warrants to the Buyer the
following:
(a)
Authority.
The
Seller has the absolute and unrestricted right, power, legal capacity and
authority to enter into and perform his obligations under this Agreement, to
carry out his obligations hereunder and to consummate the transactions
contemplated hereby. Assuming the due execution and delivery by the Buyer,
this
Agreement, when executed and delivered by the Buyer, will be a valid and binding
obligation of the Seller, enforceable against the Seller in accordance with
its
terms. Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will conflict with, or
(with or without notice or lapse of time, or both) result in termination, breach
or violation of (i) any instrument, contract or agreement to which the Seller
is
party or by which he is bound, or (ii) any federal, state, local or foreign
law,
ordinance, judgment, decree, order, statute, or regulation, or that of any
other
governmental body or authority, applicable to the Company or Seller or his
respective assets or properties.
(b)
Capitalization.
The
Company’s authorized capital stock consists of 1,750,000,000 shares of common
stock, of which 230,075,000 shares are issued and outstanding, exclusive of
50,000,000 shares to be purchased by Buyer from the Company, and 5,000,000
shares of “blank check” preferred stock, preferred shares are issued and
outstanding. The Seller is the sole record and beneficial owner of the Shares
and has good and marketable title to the Shares, free and clear of any liens,
pledges, hypothecations, charges, adverse claims, options, preferential
arrangements or restrictions of any kind, including, without limitation, any
restriction of the use, voting, transfer, receipt of income or other exercise
of
any attributes of ownership (collectively, “Encumbrances”), other than
Encumbrance created by applicable federal and state securities laws. Upon the
execution and delivery of this Agreement and payment of the purchase price,
the
Buyer shall be the lawful record and beneficial owner of the Shares, free and
clear of all Encumbrances, other than any Encumbrances expressly created by
applicable federal and state securities laws. There are no stockholders’
agreements, voting trust, proxies, options, rights of first refusal or any
other
agreements or understandings with respect to the Shares.
(c)
Valid
Issuance.
All of
the Shares of the Company being sold by the Seller and bought by the Buyer
are
duly authorized, validly issued, fully paid and non-assessable, and were not
issued in violation of any preemptive or similar rights. There are no
outstanding subscriptions, options, warrants, puts, calls, agreements or other
rights of any type or other securities, including without limitation, any
agreements or securities (1) requiring the issuance, sale, transfer, repurchase,
redemption or other acquisition of any shares of capital stock of the Company,
(2) restricting the transfer of any shares of capital stock of the Company,
or
(3) relating to the voting of any shares of capital stock of the Company. Except
as may be disclosed in the SEC Documents (as defined), there are no issued
or
outstanding indebtedness of the Company having the right to vote (or convertible
into, or exchangeable for, securities, having the right to vote), upon the
happening of a certain event or otherwise, on any matters on which the equity
holders of the Company may vote.
(d)
SEC
Documents.
All
reports and other documents filed by the Company with the SEC (the “SEC
Documents”) complied, as of their respective dates, in all material respects
with the requirements of the Securities Act of 1933, as amended (the “Securities
Act”) or the Exchange Act, as the case may be, and other federal, state and
local laws, rules and regulations applicable to such SEC Documents, and none
of
the SEC Documents contained any untrue statement of a fact or omitted to state
a
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC
Documents comply as to form and substance in all respects with applicable
accounting requirements and the published rules and regulations of the SEC
or
other applicable rules and regulations with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved (except
as
may be otherwise indicated in such financial statements or the notes thereto
or
in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements) and fairly present in
all
respects the financial position of the Company as of the dates thereof and
the
results of operations and cash flows for the periods then ended (subject, in
the
case of unaudited statements, to normal year-end audit adjustments). The Company
has not received any letters, notices or any notifications from the SEC, FINRA
or NASDAQ with respect to the company or any of its officers or directors,
with
exception of the Delinquency Notifications issued by the Over-the-Counter
Bulletin Board (“OTCBB”) governing authority on April 21, 2006, the delinquency
being remedied with the filing of the Form 10-KSB and the subsequent removal
of
the “E” from the Company’s ticker symbol.
(e)
No
Undisclosed Liabilities.
The
Company has no liabilities or obligations that are not disclosed in the SEC
Documents and as of the Closing shall have no debts, liabilities or obligations,
direct or indirect, contingent or otherwise, including without limitation,
any
tax obligations other than as may be disclosed in the SEC
Documents.
(f)
No
Undisclosed Events or Circumstances.
No
event or circumstance has occurred or exists with respect to the Company or
its
business, properties, prospects, operations or financial condition, that, under
applicable law, rule or regulation, requires public disclosure or announcement
prior to the date hereof by the Company but which has not been so publicly
announced or disclosed in the SEC Documents.
(g)
Litigation
and Other Proceedings.
There
are no lawsuits or proceedings pending or threatened, against the Company or
its
officers or directors, nor has the Company or the Seller received any written
or
oral notice of any such action, suit, proceeding or investigation.
(h)
Full
Disclosure.
No
representation or warranty or other statement made by the Company or the Seller
in this Agreement or otherwise in connection with the transaction contemplated
herein contains any untrue statement or omits to state a fact necessary to
make
any of them, in light of the circumstances in which it was made, not
misleading.
(i)
Approval.
The
Seller, as a member of the Board of Directors and the majority stockholder
of
the Company, shall have approved the Amended and Restated Certificate of
Incorporation and the sale of the Corporation’s common stock to the
Buyer.
3. Buyer’s
Representations.
The
Buyer
hereby represents and warrants to Seller the following:
(a)
Authority.
The
Buyer has the absolute and unrestricted right, power, legal capacity and
authority to enter into and perform her obligations under this Agreement, to
carry out her obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
the
Buyer. No filing with, authorization from or consent or approval of any
governmental body, agency, official or authority or any other third party is
necessary or required to be made or obtained to enable the Buyer to enter into,
and to perform her respective obligations under, this Agreement. Neither the
execution and delivery of this Agreement, nor the consummation of the
transaction contemplated hereby, will conflict with, or (with or without notice
or lapse of time, or both) result in a termination, breach or violation of
(i)
any instrument, contract or agreement to which the Buyer is a party or by which
she is bound, or (ii) any federal, state, local or foreign law, ordinance,
judgment, decree, order, statute, or regulation, or that of any other
governmental body or authority, applicable to the buyer or her assets or
properties.
(b)
Investment
Purpose.
The
Buyer is acquiring the Shares for her own account, for investment purposes
only
and not with a view to the resale or distribution of any part thereof. The
Buyer
understands that the Shares are restricted securities and can not be offered
for
sale, sold, transferred or otherwise disposed of without an effective
registration statement pursuant to the Securities Act, or an applicable
exemption therefrom.
(c)
Accredited
Investor.
The
Buyer has read and understands Rule 501(a) of Regulation D promulgated under
the
Securities Act and is an “accredited investor as defined in said Rule 501(a)”,
and has been provided with all materials and information requested by the Buyer,
including any information requested to verify any information furnished, and
the
Buyer has been provided the opportunity for direct communication between the
Seller and his representatives and the Buyer regarding the purchase contemplated
by this Agreement, including the opportunity to ask questions and receive
answers from the Seller and the Company.
(d)
Exemption
from Registration.
The
Buyer understands that the Shares are being offered and sold to her in reliance
upon specific exemptions from the registration requirements of United States
federal and state securities laws and will be a restrictive legend prohibiting
their transfer except in compliance with the Securities Act and applicable
state
securities laws.
4. Indemnification.
Seller
shall indemnify and hold harmless the Buyer and her employees, trustees, agents,
beneficiaries, affiliates, representatives and their successors and assigns
from
and against any and all damages, losses, liabilities, taxes and costs and
expenses (including, without limitation, attorneys’ fees and costs) resulting
directly or indirectly from any misrepresentation, breach of warranty or
nonfulfillment of any covenant or agreement on the part of the
Seller.
5. Miscellaneous.
(a)
This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Nevada without regard to principles of conflicts of
laws.
(b)
If
any covenant or agreement contained herein, or any part hereof, is held to
be
invalid illegal or unenforceable for any reason, such provision will be deemed
modified to the extent necessary to be valid, legal and enforceable and to
give
effect of the intent of the parties hereto.
(c)
This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof. This Agreement supersedes all prior agreements
between the parties with respect to the subject matter hereof or thereof. There
are no representations, warranties, covenants or undertakings with respect
to
the subject matter hereof other than those expressly set forth herein or in
the
other agreements referenced herein.
(d)
This
Agreement may not be amended or modified except by the express written consent
of the parties hereto. Any waiver by the parties of a breach of any provision
of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach thereof or of any other provision.
(e)
This
Agreement shall be binding upon, inure to the benefit of, and be enforceable
by
the parties hereto and their respective successors and permitted assignees
and
heirs and legal representatives.
(f)
The
parties hereto intend that this Agreement shall not benefit or create any right
or cause of action in or on behalf of any person other than the parties
hereto.
(g)
The
Seller and the Buyer each agree that this Agreement shall be deemed to have
been
jointly and equally drafted by them, and that the provisions of this Agreement
therefore, shall not be construed against a party or parties on the ground
that
such party or parties drafted or was more responsible for the drafting of any
such provision(s). The parties agree that they have each carefully read the
terms and conditions of this Agreement, that they know and understand the
contents and effect of this Agreement. Each of the parties acknowledges that
the
law firm of Gusrae, Xxxxxx, Xxxxx & Xxxxxxx, PLLC, has acted and continues
to act as legal counsel to the Company. Each party represents that it has
received advice from counsel of its own choosing regarding the transactions
contemplated herein. Notwithstanding the foregoing, each of the parties’ waives
any objections or rights it has or may have which would impair, hinder or
eliminate such law firm’s right or ability to represent or counsel the Company
or its affiliates after the date hereof.
(h)
The
parties hereto agree to execute and deliver such further documents and
instruments and to do such other acts and things any of them, as the case may
be, may reasonably request in order to effectuate the transactions contemplated
by this Agreement.
(i)
This
Agreement may be executed in counterparts and by facsimile, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument.
IN
WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
executed by its duly authorized officer or representative as of the date first
above written.
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BUYER:
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By:
/s/
Xxxxxxx Xxxxxxxxx
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Xxxxxxx
Xxxxxxxxx
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Address:
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000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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SELLER:
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By:
/s/ Xxxxxx Xxxxx
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Xxxxxx
Xxxxx
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Address:
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0000
00xx
Xxxxxx
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Xxx
Xxxxxxxxx, XX 00000
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