EXHIBIT 10.4
STOCK PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of this 13th day
of May, 1999, between Xxxxxxx Xxxxx (the "Purchaser") and Xxxxx X. Xxxxxxxxx
(the "Seller").
R E C I T A L S
WHEREAS, Growtex Inc., a Nevada corporation, (the "Company") is a corporation
with 25,000,000 shares of $.001 par value common stock authorized (the "Stock");
and
WHEREAS, the Purchaser desires to purchase and the Seller desires to sell
200,000 (the "Shares") of the 2,500,000 shares of issued and outstanding Stock ,
all pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Sale and Purchase of Shares.
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Subject to the provisions of this Agreement, the Seller agrees to sell, and
the Purchaser agrees to buy, the Shares, consisting of 200,000 shares of Stock,
which will at Closing constitute 8% of the issued and outstanding shares of
Stock of the Company.
2. Purchase Price.
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Purchaser agrees to pay to the Sellers, as the purchase price for the Shares,
the sum of Two Hundred Dollars ($200.00) at closing.
3. Closing.
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The closing shall occur at the offices of Xxxxxxxxx Xxxxxxx & Xxxxxxx, 000
Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx, at such time as is mutually
agreeable to Purchaser and the Sellers (the "Closing Date"). Purchaser shall
deliver the consideration set forth in Section 2 above. The Seller shall deliver
to the Purchaser at closing Stock certificates together with stock powers
representing the Shares.
4. Representations, Warranties and Covenants of the Seller.
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Seller represents and warrants to the Purchaser that the following are and
will be true and correct on the Closing Date and such representations and
warranties shall survive the Closing:
(a) Authorization of Agreement. This Agreement constitutes a valid obligation,
legally binding upon the Seller in accordance with its terms. The
execution and delivery of this Agreement and the consummation of the
transaction do not and will not result in any breach of, or default under,
any agreement, license or other obligation of Seller.
(b) Stock Ownership. Upon issuance and on the Closing Date, Seller owns the
Shares, the Shares were fully paid, non-assessable, free and clear of all
restrictions, liens, security interests, hypothecations, pledges and
encumbrances of every kind and nature whatsoever, and Seller has full and
exclusive power and legal right to sell the Shares in accordance with the
terms of this Agreement.
(c) Status of Seller. Seller's Subscription Agreement dated April 28, 1999 is
true and correct in all respects, including specifically the assertions
contained therein that Seller is an "accredited investor" as that term is
defined in Rule 501 of Regulation D under the Securities Act of 1933, as
amended (the "1933 Act"). Seller did not purchase the Shares with a view
to distribution or resale except pursuant to a registration statement
effective under the Texas Securities Act, (S) 7, or to an accredited
investor pursuant to an exemption available under the Texas Securities Act
or rules of the State Securities Board of Texas.
5. Indemnification by the Sellers.
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The Seller, and his or her successors and assigns, shall indemnify, defend and
hold Purchaser harmless from any and all losses, claims, damages or liabilities,
including any costs of recovery, suffered by Purchaser as a result of:
(a) The failure of any representation or warranty of Seller contained in this
Agreement to be true and accurate when made and as of the Closing Date; and
(b) The failure of the Seller to comply with any obligations, agreements or
covenants contained in this Agreement.
The Seller, and his or her successors and assigns, shall reimburse Purchaser for
any legal or other expense reasonably incurred by Purchaser in connection with
any loss, claim, damage or liability indemnified hereby. This indemnification
shall benefit and inure to the successors and assigns of Purchaser, and shall
survive the Closing. In the event Purchaser, and his or her successors or
assigns, believe they are entitled to indemnification hereunder, they shall give
the Seller written notice of the basis for the claim for indemnification.
6. Representations, Warranties and Covenants of the Purchaser.
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Purchaser represents and warrants to Seller that Purchaser is, and at closing
will be, an "accredited investor" as that term is defined in Rule 501 of
Regulation D under the 1933 Act.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
SELLER: PURCHASER:
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxxx Xxxxx
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Xxxxx X. Xxxxxxxxx Xxxxxxx Xxxxx
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(Print Name) (Print Name)
